<PAGE>



                              SPREAD ACCOUNT AGREEMENT


                            dated as of March 25, 1993,


                              as amended and restated


                                as of July 21, 1998


                                       among


                              ARCADIA FINANCIAL LTD.,


                         ARCADIA RECEIVABLES FINANCE CORP.,


                         FINANCIAL SECURITY ASSURANCE INC.


                              THE CHASE MANHATTAN BANK


                                        and


                    NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION


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                                 TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
                                     ARTICLE I

                                    DEFINITIONS

Section 1.01.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02.  Rules of Interpretation . . . . . . . . . . . . . . . . . . .15

                                     ARTICLE II

             CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL

Section 2.01.  Series 1993-A Credit Enhancement Fee. . . . . . . . . . . . .15
Section 2.02.  Series Supplements. . . . . . . . . . . . . . . . . . . . . .15
Section 2.03.  Grant of Security Interest by  OFL and the Seller . . . . . .16
Section 2.04.  Priority. . . . . . . . . . . . . . . . . . . . . . . . . . .17
Section 2.05.  Seller and OFL Remain Liable. . . . . . . . . . . . . . . . .17
Section 2.06.  Maintenance of Collateral.. . . . . . . . . . . . . . . . . .17
Section 2.07.  Termination and Release of Rights.. . . . . . . . . . . . . .18
Section 2.08.  Non-Recourse Obligations of Seller. . . . . . . . . . . . . .19
Section 2.09.  Program Spread Account and Tag Accounts . . . . . . . . . . .19

                                    ARTICLE III

                                  SPREAD ACCOUNTS

Section 3.01.  Establishment of Spread Accounts; Initial Deposits into 
               Spread Accounts . . . . . . . . . . . . . . . . . . . . . . .21
Section 3.02.  Investments.. . . . . . . . . . . . . . . . . . . . . . . . .22
Section 3.03.  Distributions: Priority of Payments.. . . . . . . . . . . . .24
Section 3.04.  General Provisions Regarding Spread Accounts. . . . . . . . .27
Section 3.05.  Reports by the Collateral Agent . . . . . . . . . . . . . . .29

                                     ARTICLE IV

                                THE COLLATERAL AGENT

Section 4.01.  Appointment and Powers. . . . . . . . . . . . . . . . . . . .29
Section 4.02.  Performance of Duties . . . . . . . . . . . . . . . . . . . .30
Section 4.03.  Limitation on Liability . . . . . . . . . . . . . . . . . . .30
Section 4.04.  Reliance upon Documents . . . . . . . . . . . . . . . . . . .31
Section 4.05.  Successor Collateral Agent. . . . . . . . . . . . . . . . . .31
Section 4.06.  Indemnification . . . . . . . . . . . . . . . . . . . . . . .32
Section 4.07.  Compensation and Reimbursement. . . . . . . . . . . . . . . .33
</TABLE>


<PAGE>

<TABLE>
<S>                                                                         <C>
Section 4.08.  Representations and Warranties of the Collateral Agent. . . .33
Section 4.09.  Waiver of Setoffs . . . . . . . . . . . . . . . . . . . . . .34
Section 4.10.  Control by the Controlling Party. . . . . . . . . . . . . . .34

                                     ARTICLE V

                              COVENANTS OF THE SELLER

Section 5.01.  Preservation of Collateral. . . . . . . . . . . . . . . . . .34
Section 5.02.  Opinions as to Collateral . . . . . . . . . . . . . . . . . .34
Section 5.03.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Section 5.04.  Waiver of Stay or Extension Laws; Marshalling of Assets . . .35
Section 5.05.  Noninterference, etc. . . . . . . . . . . . . . . . . . . . .35
Section 5.06.  Seller Changes. . . . . . . . . . . . . . . . . . . . . . . .35

                                     ARTICLE VI

                    CONTROLLING PARTY; INTERCREDITOR PROVISIONS

Section 6.01.  Appointment of Controlling Party. . . . . . . . . . . . . . .36
Section 6.02.  Controlling Party's Authority.. . . . . . . . . . . . . . . .36
Section 6.03.  Rights of Secured Parties . . . . . . . . . . . . . . . . . .38
Section 6.04.  Degree of Care. . . . . . . . . . . . . . . . . . . . . . . .39

                                    ARTICLE VII

                               REMEDIES UPON DEFAULT

Section 7.01.  Remedies upon a Default . . . . . . . . . . . . . . . . . . .39
Section 7.02.  Waiver of Default . . . . . . . . . . . . . . . . . . . . . .39
Section 7.03.  Restoration of Rights and Remedies. . . . . . . . . . . . . .40
Section 7.04.  No Remedy Exclusive . . . . . . . . . . . . . . . . . . . . .40

                                    ARTICLE VIII

                                   MISCELLANEOUS

Section 8.01.  Further Assurances. . . . . . . . . . . . . . . . . . . . . .40
Section 8.02.  Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . .40
Section 8.03.  Amendments; Waivers . . . . . . . . . . . . . . . . . . . . .40
Section 8.04.  Severability. . . . . . . . . . . . . . . . . . . . . . . . .41
Section 8.05.  Nonpetition Covenant. . . . . . . . . . . . . . . . . . . . .41
Section 8.06.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .41
Section 8.07.  Term of this Agreement. . . . . . . . . . . . . . . . . . . .43
Section 8.08.  Assignments:  Third-Party Rights; Reinsurance.. . . . . . . .43
Section 8.09.  Consent of Controlling Party. . . . . . . . . . . . . . . . .44
</TABLE>


                                      ii
<PAGE>

<TABLE>
<S>                                                                         <C>
Section 8.10.  Trial by Jury Waived. . . . . . . . . . . . . . . . . . . . .44
Section 8.11.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . .44
Section 8.12.  Consents to Jurisdiction. . . . . . . . . . . . . . . . . . .45
Section 8.13.  Limitation of Liability . . . . . . . . . . . . . . . . . . .45
Section 8.14.  Determination of Adverse Effect . . . . . . . . . . . . . . .45
Section 8.15.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .45
Section 8.16.  Headings. . . . . . . . . . . . . . . . . . . . . . . . . . .45
</TABLE>


                                      iii
<PAGE>

SPREAD ACCOUNT AGREEMENT, dated as of March 25, 1993, as amended and restated 
as of July __, 1998 (the "Agreement"), by and among ARCADIA FINANCIAL LTD., a 
Minnesota corporation ("Arcadia Financial"), ARCADIA RECEIVABLES FINANCE 
CORP., a Delaware corporation (the "Seller"), FINANCIAL SECURITY ASSURANCE 
INC., a New York stock insurance company ("Financial Security"), NORWEST BANK 
MINNESOTA, NATIONAL ASSOCIATION ("Norwest"), a national banking association 
in its capacities as Trustee under each Pooling and Servicing Agreement 
and/or as Trustee under each Indenture with respect to those Series specified 
in the related Series Supplement (as defined below), THE CHASE MANHATTAN BANK 
("Chase"), as Trustee under each Indenture with respect to those Series 
specified in the related Series Supplement, each in such respective 
capacities as agent for the Certificateholders and/or Noteholders with 
respect to the related Series (Norwest or Chase, as Trustee as indicated in 
the related Sales and Servicing Agreement or the related Series Supplement, 
as the case may be, the "Trustee") and NORWEST BANK MINNESOTA, NATIONAL 
ASSOCIATION, as Collateral Agent (as defined below).

                                   RECITALS

          1.   Olympic Automobile Receivables Trust, 1993-A (the "Series 
1993-A Trust") was formed pursuant to a Pooling and Servicing Agreement, 
dated as of March 1, 1993 (the "Series 1993-A Pooling and Servicing 
Agreement"), among  OFL, as Servicer, the Seller, the Trustee and the Backup 
Servicer.

          2.   Pursuant to Pooling and Servicing Agreements or Sale and 
Servicing Agreements, the Seller from time to time sells all of its right, 
title and interest in and to Receivables and certain other Trust Property.

          3.   The Seller has requested that Financial Security issue 
Policies to guarantee payment of the Guaranteed Distributions or Scheduled 
Payments (as defined in the relevant Policy) on each Distribution Date in 
respect of asset-backed securities backed by such Receivables and Other Trust 
Property.

          4.   In partial consideration of the issuance of the Policies, the 
Seller has agreed that Financial Security shall have certain rights as 
Controlling Party, to the extent set forth herein.

          5.   The Seller is a wholly-owned special purpose subsidiary of  
OFL. Certain of the purchasers of Receivables and Other Trust Property have 
agreed to pay a Credit Enhancement Fee to the Seller in consideration of the 
obligations of the Seller and  OFL pursuant hereto and in consideration of 
the obligations of  OFL pursuant to the Insurance Agreements (such 
obligations forming part of the Insurer Secured Obligations referred to 
herein).  The Insurer Secured Obligations form part of the consideration to 
Financial Security for its issuance of the Policies.

          6.   In order to secure the performance of the Secured Obligations, 
to further effect and enforce the subordination provisions to which the 
Credit Enhancement Fee is subject, 


<PAGE>

and in consideration of the receipt of the Credit Enhancement Fee,  OFL and 
the Seller agreed to pledge the Collateral as Collateral to the Collateral 
Agent for the benefit of Financial Security and for the benefit of the 
Trustees on behalf of the Trusts, upon the terms and conditions set forth 
herein.

          7.   In connection with the issuance of Policies subsequent to the 
Policy issued with respect to the Series 1993-A Trust, it is contemplated 
that Financial Security will obtain certain Controlling Party rights with 
respect to the related Series, and that, in connection with each such 
additional Series, the parties hereto have entered into or will enter into a 
Series Supplement hereto pursuant to which the Seller has pledged or will 
pledge additional Collateral pursuant to the terms hereof and such Series 
Supplement.

          8.   The Seller has entered into a Amended and Restated Sale and 
Servicing Agreement dated as of July __, 1998 with Arcadia Automobile 
Receivables Warehouse Trust., a Delaware business trust (the "Issuer"), 
Arcadia Receivables Conduit Corp. (the "Original Issuer"), Arcadia Financial, 
Bank of America National Trust and Savings Association, as Administrative 
Agent and RCC Agent, Morgan Guaranty Trust Company of New York, as DFC Agent 
and Norwest Bank Minnesota, National Association, as Backup Servicer, 
Collateral Agent and Indenture Trustee (the "Warehousing Series Sale and 
Servicing Agreement") pursuant to which the Seller has sold or will sell all 
of its right, title and interest in certain Receivables, and that the Issuer 
will issue one or more classes or tranches of Warehousing Notes pursuant to 
an Amended and Restated Indenture among the Original Issuer, the Issuer, the 
Indenture Trustee and the Collateral Agent, and that Financial Security in 
its discretion may issue one or more Policies with respect to certain 
scheduled payments on the corresponding Notes.

          9.   The parties have previously executed, amended and restated 
this Agreement, and now wish to further amend and restate this Agreement to 
supplement certain provisions therein in order to reflect the intent of the 
parties.

                              AGREEMENTS

          In consideration of the premises, and for other good and valuable 
consideration, the adequacy, receipt and sufficiency of which are hereby 
acknowledged the parties hereto agree as follows:

                               Article I

                              DEFINITIONS

          Section 1.01. DEFINITIONS.  All terms defined in the document 
entitled " OFL Grantor Trusts Standard Terms and Conditions of Agreement 
Effective March 1, 1993" (the "Standard Terms and Conditions") shall have the 
same meaning with respect to each Series in this Agreement.  If the related 
Series was issued pursuant to a Pooling and Servicing Agreement, all terms 
defined in Section 1.01 of such Pooling and Servicing Agreement shall have 
the same 


                                      2
<PAGE>

meaning with respect to the related Series in this Agreement.  If the related 
Series was issued pursuant to a Trust Agreement, Sale and Servicing Agreement 
and Indenture, all terms defined in the related Sale and Servicing Agreement 
shall have the same meaning with respect to the related Series in this 
Agreement.  If the related Series was issued pursuant to an Indenture and the 
related Receivables were sold to the Issuer pursuant to a Warehousing Series 
Sale and Servicing Agreement, all terms defined in the Warehousing Series 
Sale and Servicing Agreement shall have the same meaning with respect to the 
related Series in this Agreement.  If a term is defined herein with respect 
to one or more Series, if applicable, such term shall be defined with respect 
to any other Series in the Series Supplement related thereto.  The following 
terms shall have the following respective meanings:

          "AUTHORIZED OFFICER" means, (i) with respect to Financial Security, 
the Chairman of the Board, the President, the Executive Vice President or any 
Managing Director of Financial Security, (ii) with respect to the Trustee or 
the Collateral Agent, any Vice President or Trust Officer thereof, (iii) with 
respect to  OFL, the President or any Vice President thereof, and (iv) with 
respect to the Seller, the President or any Vice President thereof.

          "AVERAGE DELINQUENCY RATIO" means, with respect to any Series 
(other than the Warehousing Series) and any Determination Date, the 
arithmetic average of the Delinquency Ratios for such Determination Date and 
the two immediately preceding Determination Dates.

          "CAPTURE EVENT" means the occurrence of an "Event of Default," as 
defined in the Indenture dated as of March 12, 1997 between Arcadia Financial 
(f/k/a Olympic Financial Ltd.) and Norwest Bank Minnesota, National 
Association, as amended or supplemented (including that First Supplemental 
Indenture dated as of March 12, 1997 and that Second Supplemental Indenture 
dated as of October 8, 1997), relating to $375,000,000 principal amount of 
Arcadia Financial's currently outstanding 11 1/2% Senior Notes due 2007, with
respect to which a permanent waiver has not been effected in accordance with 
the terms of such agreement.

          "COLLATERAL" means the Series 1993-A Collateral, any property 
pledged pursuant to Section 2.09(d), and, with respect to any Series, all 
collateral delivered hereunder with respect to each of the Series, as 
specified in the related Series Supplement.

          "COLLATERAL AGENT" means, initially, Norwest Bank Minnesota, 
National Association, in its capacity as collateral agent on behalf of the 
Secured Parties, including its successors in interest, until a successor 
Person shall have become the Collateral Agent pursuant to Section 4.05 
hereof, and thereafter "Collateral Agent" shall mean such successor Person.

          "COLLECTION ACCOUNT SHORTFALL" means (A), with respect to any 
Series created pursuant to a Pooling and Servicing Agreement, any 
Distribution Date, and a time of determination, the excess, if any, of the 
amount required to be distributed on such Distribution Date pursuant to 
subsections (i) through (vi) of Section 4.6(a) of the Standard Terms and 
Conditions over the amount on deposit in and available for distribution (or, 
for the purposes of Section 3.03(a), calculated on a pro forma basis to be on 
deposit in and available for distribution) on such Distribution Date from the 
Collection Account related to such Series, and (B) with respect to any Series 
created pursuant to a Trust Agreement, Sale and Servicing Agreement and 


                                      3
<PAGE>

Indenture, or with respect to any Series issued by the Issuer, the meaning 
assigned in the related Series Supplement.

          "CONTROLLING PARTY" means with respect to a Series, at any time, 
the Person designated as the Controlling Party at such time pursuant to 
Section 6.01 hereof.

          "CRAM DOWN LOSS" means, if a court of appropriate jurisdiction in 
an insolvency proceeding shall have issued an order reducing the Principal 
Balance of a Receivable, the amount of such reduction.  A "Cram Down Loss" 
shall be deemed to have occurred on the date of issuance of such order.

          "CUMULATIVE DEFAULT RATE" means, with respect to any Determination 
Date and any Series (other than the Warehousing Series), the fraction, 
expressed as a percentage, the numerator of which is equal to the sum of (a) 
the Principal Balance of all Receivables which became Spread Account 
Liquidated Receivables since the Cutoff Date as of the related Accounting 
Date plus (b) the Principal Balance of all Receivables with respect to which 
all or any portion of a Scheduled Payment has become 91 or more days 
delinquent as of the related Accounting Date (not including those Receivables 
included in clause (a) above) and the denominator of which is equal to the 
sum of (i) the original Aggregate Principal Balance as of the Initial Cutoff 
Date plus (ii) the Prefunded Amount as of the Series Closing Date.

          "CUMULATIVE NET LOSS RATE" means, with respect to any Determination 
Date and any Series (other than the Warehousing Series), the fraction, 
expressed as a percentage, the numerator of which is equal to the sum of (a) 
Net Losses for such Determination Date plus (b) with respect to Series 
1994-A, Series 1994-B, Series 1994-C, Series 1994-D, Series 1995-A, Series 
1995-B, Series 1995-C, Series 1995-D, Series 1996-A, Series 1996-B, Series 
1996-C, Series 1996-D, Series 1997-A, Series 1997-B, Series 1997-C, Series 
1997-D and Series 1998-A, 40%, and with respect to any other Series (other 
than the Warehousing Series), 50%, of the Principal Balance of all 
Receivables with respect to which all or any portion of a Scheduled Payment 
has become 91 or more days delinquent (not including Receivables included 
under the definition of Net Losses in clause (a) above) as of the related 
Accounting Date and the denominator of which is equal to the sum of (i) the 
original Aggregate Principal Balance as of the Initial Cutoff Date plus (ii) 
the Prefunded Amount as of the Series Closing Date.

          "DEEMED CURED" means, with respect to Series 1994-B, Series 1994-A, 
Series 1993-D, Series 1993-C, Series 1993-B or Series 1993-A and each other 
Spread Account for which "Deemed Cured" is not defined in the related Series 
Supplement, (a) with respect to the occurrence of the events specified in 
clause (A)(i) or (ii) of the definition of Trigger Event, as of a 
Determination Date that no such event specified in clause (A)(i) or clause 
(A)(ii) with respect to such Series shall have occurred as of such 
Determination Date or as of any of the two consecutively preceding 
Determination Dates, and (b) with respect to the occurrence of the events 
specified in clause (A)(iii) or clause (A)(iv) of the definition thereof, as 
of the next Determination Date which occurs in a calendar month which is a 
multiple of three months succeeding the Closing Date, that no such event 
specified in clause (A)(iii) or clause (A)(iv) with respect to such Series 
shall have occurred as of such Determination Date.


                                      4
<PAGE>

          "DEFAULT" means, with respect to any Series, at any time, (i) if 
Financial Security is then the Controlling Party with respect to such Series, 
any Insurance Agreement Event of Default with respect to such Series, and 
(ii) if the Trustee is then the Controlling Party with respect to such 
Series, any Servicer Termination Event with respect to such Series.

          "DELINQUENCY RATIO" means, with respect to any Determination Date 
and any Series (other than the Warehousing Series), the fraction, expressed 
as a percentage, the numerator of which is equal to the sum of the Principal 
Balances (as of the related Accounting Date) of all Receivables that were 
delinquent with respect to all or any portion of a Scheduled Payment more 
than 30 days as of the related Accounting Date or that became a Purchased 
Receivable as of the related Accounting Date and that were delinquent with 
respect to all or any portion of a Scheduled Payment more than 30 days as of 
such Accounting Date and the denominator of which is equal to the Aggregate 
Principal Balance as of the related Accounting Date.

          "DELIVERY" means, when used with respect to Spread Account Eligible 
Investments, the actions to be taken with respect to the delivery thereof to 
the Collateral Agent and the holding thereof by the Collateral Agent as 
follows:

          (a)  with respect to bankers' acceptances, commercial paper, 
negotiable certificates of deposit and other obligations that constitute 
"instruments" within the meaning of Section 9-105(1)(i) of the UCC (other 
than certificated securities) and are susceptible of physical delivery, 
transfer thereof to the Collateral Agent by physical delivery to the 
Collateral Agent, indorsed to, or registered in the name of, the Collateral 
Agent or its nominee or indorsed in blank and such additional or alternative 
procedures as may hereafter become appropriate to effect the complete 
transfer of ownership of any such Eligible Investment to the Collateral Agent 
free and clear of any adverse claims, consistent with changes in applicable 
law or regulations or the interpretation thereof;

          (b)  with respect to a "certificated security" (as defined in 
Section 8-102(a)(4) of the UCC), transfer thereof:

          1.   by physical delivery of such certificated security to the
     Collateral Agent, provided that if the certificated security is in
     registered form, it shall be indorsed to, or registered in the name of, the
     Collateral Agent or indorsed in blank;

          2.   by physical delivery of such certificated security in registered
     form to a "securities intermediary" (as defined in Section 8-102(a)(14) of
     the UCC) acting on behalf of the Collateral Agent, if the certificated
     security has been specially endorsed to the Collateral Agent by an
     effective endorsement.

          (c)  with respect to any security issued by the U.S. Treasury, the 
Federal Home Loan Mortgage Corporation or by the Federal National Mortgage 
Association that is a book-entry security held through the Federal Reserve 
System pursuant to Federal book-entry regulations, the following procedures, 
all in accordance with applicable law, including applicable federal 
regulations and Articles 8 and 9 of the UCC:  book-entry registration of such 
property to an appropriate book-entry account maintained with a Federal 
Reserve Bank by a securities 


                                      5
<PAGE>

intermediary which is also a "depositary" pursuant to applicable federal 
regulations and issuance by such securities intermediary of a deposit advice 
or other written confirmation of such book-entry registration to the 
Collateral Agent of the purchase by the securities intermediary on behalf of 
the Collateral Agent of such book-entry security; the making by such 
securities intermediary of entries in its books and records identifying such 
book-entry security held through the Federal Reserve System pursuant to 
Federal book-entry regulations as belonging to the Collateral Agent and 
indicating that such securities intermediary holds such book-entry security 
solely as agent for the Collateral Agent; and such additional or alternative 
procedures as may hereafter become appropriate to effect complete transfer of 
ownership of any such Eligible Investments to the Collateral Agent free of 
any adverse claims, consistent with changes in applicable law or regulations 
or the interpretation thereof;

          (d)   with respect to an "uncertificated security" (as defined in 
Section 8-102(a)(18) of the UCC) and that is not governed by clause (c) 
above, transfer thereof:

          1.   (A)  by registration to the Collateral Agent as the registered 
owner thereof, on the books and records of the issuer thereof.

               (B)  another Person (not a securities intermediary) either 
becomes the registered owner of the uncertificated security on behalf of the 
Collateral Agent, or having become the registered owner acknowledges that it 
holds for the Collateral Agent.

          2.   the issuer thereof has agreed that it will comply with 
instructions originated by the Collateral Agent without further consent of 
the registered owner thereof.

          (e)  with respect to a "security entitlement" (as defined in 
Section 8-102(a)(17) of the UCC) if a securities intermediary (A) indicates 
by book-entry that a "financial asset" (as defined in Section 8-102(a)(9) of 
the UCC) has been credited to the Collateral Agent's "securities account" (as 
defined in Section 8-501(a) of the UCC), (B) receives a financial asset (as 
so defined) from the Collateral Agent or acquires a financial asset for the 
Collateral Agent, and in either case, accepts it for credit to the Collateral 
Agent's securities account (as so defined), (C) becomes obligated under other 
law, regulation or rule to credit a financial asset to the Collateral Agent's 
securities account, or (D) has agreed that it will comply with "entitlement 
orders" (as defined in Section 8-102(a)(8) of the UCC) originated by the 
Collateral Agent without further consent by the "entitlement holder" (as 
defined in Section 8-102(a)(7) of the UCC), of a confirmation of the purchase 
and the making by such securities intermediary of entries on its books and 
records identifying as belonging to the Collateral Agent of (I) a specific 
certificated security in the securities intermediary's possession, (II) a 
quantity of securities that constitute or are part of a fungible bulk of 
certificated securities in the securities intermediary's possession, or (III) 
a quantity of securities that constitute or are part of a fungible bulk of 
securities shown on the account of the securities intermediary on the books 
of another securities intermediary.

          (f)  in each case of delivery contemplated herein, the Collateral 
Agent shall make appropriate notations on its records, and shall cause the 
same to be made of the records of its nominees, indicating that securities 
are held in trust pursuant to and as provided in this 


                                      6
<PAGE>

Agreement.

          "ELIGIBLE ACCOUNT" means a segregated trust account that (i) is 
either (x) maintained with a depository institution or trust company the 
long-term unsecured debt obligations of which are rated "AA" or higher by 
Standard & Poor's and "Aa2" or higher by Moody's, or (y) maintained with a 
depository institution or trust company the commercial paper or other 
short-term unsecured debt obligations of which are rated "A-1+" by Standard & 
Poor's and "P-1" by Moody's and (ii) in either case, such depository 
institution or trust company shall have been specifically approved by the 
Controlling Party, acting in its discretion, by written notice to the 
Collateral Agent.

          "FINAL TERMINATION DATE" means, with respect to a Series, the date 
that is the later of (i) the Insurer Termination Date with respect to such 
Series and (ii) the Trustee Termination Date with respect to such Series.

          "FINANCIAL SECURITY DEFAULT" means, with respect to any Series, any 
one of the following events shall have occurred and be continuing:

          (a)  Financial Security shall have failed to make a payment required
     under a related Policy;

          (b)  Financial Security shall have (i) filed a petition or commenced
     any case or proceeding under any provision or chapter of the United States
     Bankruptcy Code, the New York State Insurance Law or any other similar
     federal or state law relating to insolvency, bankruptcy, rehabilitation,
     liquidation or reorganization, (ii) made a general assignment for the
     benefit of its creditors, or (iii) had an order for relief entered against
     it under the United States Bankruptcy Code, the New York State Insurance
     Law, or any other similar federal or state law relating to insolvency,
     bankruptcy, rehabilitation, liquidation or reorganization which is final
     and nonappealable; or

          (c)  a court of competent jurisdiction, the New York Department of
     Insurance or other competent regulatory authority shall have entered a
     final and nonappealable order, judgment or decree (i) appointing a
     custodian, trustee, agent or receiver for Financial Security or for all or
     any material portion of its property or (ii) authorizing the taking of
     possession by a custodian, trustee, agent or receiver of Financial Security
     (or the taking of possession of all or any material portion of the property
     of Financial Security).

          "INITIAL PRINCIPAL AMOUNT" means $59,222,640.38 with respect to 
Series 1993-A.

          "INITIAL SPREAD ACCOUNT DEPOSIT" means $2,368,906 for Series 1993-A.

          "INITIAL SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to 
Series 1993-A and any Distribution Date, an amount equal to the greater of 
(i) 7% of the Certificate Balance as of such Distribution Date (after giving 
effect to the distribution in respect of principal made on such Distribution 
Date) and (ii) the Spread Account Minimum Amount as of such Distribution Date.


                                      7
<PAGE>

          "INSURANCE AGREEMENT" means, with respect to any Series, the 
Insurance and Indemnity Agreement among Financial Security, the Seller,  OFL 
and such other parties as may be named therein.

          "INSURER SECURED OBLIGATIONS" means, with respect to a Series, all 
amounts and obligations which  OFL, the Seller and such other parties as may 
be named therein may at any time owe or be required to perform to or on 
behalf of Financial Security (or any agents, accountants or attorneys for 
Financial Security) under the Insurance Agreement related to such Series or 
under any Transaction Document in respect of such Series, regardless of 
whether such amounts are owed or performance is due now or in the future, 
whether liquidated or unliquidated, contingent or non-contingent.

          "INSURER TERMINATION DATE" means, with respect to any Series, the 
date which is the latest of (i) the date of the expiration of all Policies 
issued in respect of such Series, (ii) the date on which Financial Security 
shall have received payment and performance in full of all Insurer Secured 
Obligations with respect to such Series and (iii) the latest date on which 
any payment referred to above could be avoided as a preference or otherwise 
under the United States Bankruptcy Code or any other similar federal or state 
law relating to insolvency, bankruptcy, rehabilitation, liquidation or 
reorganization, as specified in an Opinion of Counsel delivered to the 
Collateral Agent and the Trustee.

          "ISSUER" means Arcadia Automobile Receivables Warehouse Trust., a 
Delaware business trust.

          "LIEN" means, as applied to the property or assets (or the income, 
proceeds, products, rents or profits therefrom) of any Person, in each case 
whether the same is consensual or nonconsensual or arises by contract, 
operation of law, legal process or otherwise: (a) any mortgage, lien, pledge, 
attachment, charge, lease, conditional sale or other title retention 
agreement, or other security interest or encumbrance of any kind; or (b) any 
arrangement, express or implied, under which such property or assets (and/or 
such income, proceeds, products, rents or profits) are transferred, 
sequestered or otherwise identified for the purpose of subjecting or making 
available the same for payment of debt or performance of any other obligation 
in priority to the payment of the general, unsecured creditors of such Person.

          "NET LOSSES " means, with respect to any Determination Date and any 
Series (other than the Warehousing Series), the positive difference of (A) 
the sum of (i) the aggregate of the Principal Balances as of the related 
Accounting Date (plus accrued and unpaid interest to the end of the related 
Monthly Period, at the applicable APR) of all Receivables that became Spread 
Account Liquidated Receivables since the Cutoff Date, plus (ii) the Purchase 
Amount of all Receivables that became Purchased Receivables as of the related 
Accounting Date and that were delinquent with respect to all or any portion 
of a Scheduled Payment more than 30 days as of such Accounting Date, plus 
(iii) the aggregate of all Cram Down Losses as of the related Accounting Date 
that occurred since the Cutoff Date, over (B) the Liquidation Proceeds 
received by the Trust as of the related Accounting Date since the Cutoff Date.


                                      8
<PAGE>

          "NON-CONTROLLING PARTY" means, with respect to a Series, at any 
time, the Secured Party that is not the Controlling Party at such time.

          "OBLIGOR" means, with respect to any Receivable, the purchaser or 
the co-purchasers of the Financed Vehicle and any other Person or Persons who 
are primarily or secondarily obligated to make payments under a Receivable.

          "OFL" means Arcadia Financial Ltd., a Minnesota corporation 
(formerly known as Olympic Financial Ltd.).

          "OPINION OF COUNSEL" means a written opinion of counsel acceptable, 
as to form, substance and issuing counsel, to the Controlling Party.

          "PAYMENT PRIORITIES" means the priority of PRO RATA distributions 
described in clause (iii) of priority THIRD of Section 3.03(a).

          "POLICY" means the Series 1993-A Policy and any insurance policy 
subsequently issued by Financial Security with respect to a Series.

          "POOLING AND SERVICING AGREEMENT" means, with respect to Series 
1993-A, the Series 1993-A Pooling and Servicing Agreement and, for each other 
Series created pursuant to a Pooling and Servicing Agreement, the Pooling and 
Servicing Agreement related to such Series.

          "PROGRAM SPREAD ACCOUNT" has the meaning specified in Section 
2.09(a) hereof.

          "SECURED OBLIGATIONS" means, with respect to each Series, the 
Insurer Secured Obligations with respect to such Series and the Trustee 
Secured Obligations with respect to such Series.

          "SECURED PARTIES" means, with respect to a Series and the related 
Collateral, each of the Trustee, in respect of the Trustee Secured 
Obligations with respect to such Series, and Financial Security, in respect 
of the Insurer Secured Obligations with respect to such Series.

          "SECURITY INTERESTS" means, with respect to Series 1993-A 
Certificates, the security interests and Liens in the Series 1993-A 
Collateral granted pursuant to Section 2.03 hereof, and, with respect to any 
other Series, the security interests and Liens in the related Collateral 
granted pursuant to the related Series Supplement.

          "SERIES 1993-A CERTIFICATES" means the Series of Certificates 
issued on the date hereof pursuant to the Series 1993-A Pooling and Servicing 
Agreement.

          "SERIES 1993-A COLLATERAL" has the meaning specified in Section 
2.03(a) hereof.

          "SERIES 1993-A CREDIT ENHANCEMENT FEE" means the amount 
distributable on each Distribution Date pursuant to Section 4.6(a)(vi) and 
(vii) of the Standard Terms and Conditions as incorporated by reference in 
the Series 1993-A Pooling and Servicing Agreement.


                                      9
<PAGE>

          "SERIES 1993-A POOLING AND SERVICING AGREEMENT" means the Pooling 
and Servicing Agreement, dated as of the date hereof, among  OFL, in its 
individual capacity and as Servicer, the Seller, the Trustee and the Backup 
Servicer, as such agreement may be supplemented, amended or modified from 
time to time.

          "SERIES 1993-A RECEIVABLE" means each Receivable referenced on the 
Schedule of Receivables attached to the Series 1993-A Pooling and Servicing 
Agreement.

          "SERIES OF SECURITIES" or "SERIES" means the Series 1993-A 
Certificates or, as the context may require, any other series of Certificates 
and/or Notes issued as described in Section 2.02 hereof, or collectively, all 
such series; PROVIDED, HOWEVER, Series, as used collectively shall not 
include any Series of Warehousing Notes when such term is used in, or with 
respect to, the definitions "Cumulative Default Rate," "Average Delinquency 
Ratio," "Cumulative Net Loss Rate," "Deemed Cured," "Delinquency Ratio," "Net 
Losses," "Spread Account Shortfall" and "Spread Account Default Level."

          "SERIES SUPPLEMENT" means a supplement hereto executed by the 
parties hereto in accordance with Section 2.02 hereof.

          "SPREAD ACCOUNT" has the meaning specified in Section 3.01(a) 
hereof.

          "SPREAD ACCOUNT ADDITIONAL DEPOSIT" with respect to any Series 
created pursuant to a Trust Agreement, Sale and Servicing Agreement and 
Indenture, has the meaning assigned in the related Series Supplement.

          "SPREAD ACCOUNT LIQUIDATED RECEIVABLE" means, with respect to any 
Monthly Period, a Receivable as to which (i) 91 days have elapsed since the 
Servicer repossessed the related Financed Vehicle, (ii) the Servicer has 
determined in good faith that all amounts it expects to recover have been 
received, or (iii) all or any portion of a Scheduled Payment shall have 
become more than 180 days past due.

          "SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to Series 
1993-A and any Distribution Date:

          (i)  if no Insurance Agreement Event of Default with respect to such
     Series has occurred and is continuing as of the related Determination Date,
     no Capture Event has occurred and is continuing as of the related
     Determination Date, no Trigger Event has occurred as of the related
     Determination Date, and any Trigger Event with respect to such Series is
     Deemed Cured as of the related Determination Date, then the Initial Spread
     Account Maximum Amount with respect to such Series and such Distribution
     Date;

          (ii) if (A) a Trigger Event with respect to Series 1993-A has occurred
     as of the Determination Date or (B) a Trigger Event with respect to Series
     1993-A has occurred as of a prior Distribution Date and is not Deemed Cured
     as of the related Determination Date, and no Insurance Agreement Event of
     Default with respect to Series 1993-A has occurred and is continuing and no
     Capture Event has occurred and is continuing, the 


                                      10
<PAGE>

     Spread Account Maximum Amount shall be equal to the greater of (i) 10% of 
     the Series 1993-A Balance as of the close of business on such Distribution 
     Date and (ii) the Spread Account Minimum Amount as of the close of business
     on such Distribution Date; or

          (iii)if (A) an Insurance Agreement Event of Default with respect to 
     such Series has occurred and is continuing or (B) a Capture Event has 
     occurred and is continuing as of the related Determination Date, the Spread
     Account Maximum Amount shall be equal to the greater of (i) 25% of the 
     Series 1993-A Balance as of the close of business on such Distribution Date
     and (ii) the Spread Account Minimum Amount as of the close of business on 
     such Distribution Date.

          "SPREAD ACCOUNT MINIMUM AMOUNT" means, with respect to Series 
1993-A and any Distribution Date, an amount equal to the greater of:

          (i)  $100,000, and

          (ii) the lesser of:

               (A)  1% of the Initial Principal Amount of such Series, but in 
                    no event less than $500,000, and

               (B)  the Certificate Balance as of such Distribution Date 
                    (after giving effect to the distribution in respect of 
                    principal made on such Distribution Date).

          "SPREAD ACCOUNT RECOURSE MAXIMUM ADJUSTMENT AMOUNT" means, with 
respect to a Distribution Date and any Spread Account in which amounts on 
deposit include a Spread Account Recourse Reduction Amount, the maximum 
amount by which such Spread Account Recourse Reduction Amount is permitted to 
decrease, as reported to the Collateral Agent in the Servicer's Certificate 
delivered with respect to the related Determination Date, so long as 
Financial Security does not deliver a written objection to such amount prior 
to such Distribution Date.

          "SPREAD ACCOUNT RECOURSE REDUCTION AMOUNT" means, with respect to a 
Spread Account and Distribution Date, the specified amount deemed to be on 
deposit in such Spread Account which is not cash, which amount is specified 
in the Servicer's Certificate delivered with respect to the related 
Determination Date, so long as Financial Security does not deliver a written 
objection to such amount prior to such Distribution Date, and which amount 
shall be treated fungibly with all other amounts on deposit in such Spread 
Account, EXCEPT that such amount shall not be treated as a deposit in the 
related Tag Account, and EXCEPT FURTHER, as provided in Section 3.03(b) and 
3.04(e).

          "SPREAD ACCOUNT SHORTFALL" means, with respect to any Distribution 
Date and any Series (other than the Warehousing Series) with respect to which 
an Insurance Agreement Event of Default has occurred and is continuing, or a 
Capture Event has occurred and is continuing, the excess, if any, of the 
Spread Account Maximum Amount for such Series and such Distribution 


                                      11
<PAGE>

Date and the amount on deposit in such Spread Account as of such Distribution 
Date after giving effect to distributions made on such Distribution Date 
pursuant to priority SECOND of Section 3.03(b).

          "STOCK PLEDGE AGREEMENT" means the Third Amended and Restated Stock 
Pledge Agreement, dated as of December 3, 1996, between  OFL, Financial 
Security and the Collateral Agent, as amended from time to time.

          "TAG ACCOUNT" has the meaning specified in Section 2.09(c).

          "TRANSACTION DOCUMENTS" means, with respect to a Series, this 
Agreement, each of the Pooling and Servicing Agreement or Trust Agreement, 
Sale and Servicing Agreement and Indenture, or Warehousing Series Sale and 
Servicing Agreement, Indenture and Security Agreement, as applicable, the 
Insurance Agreement, the Custodian Agreement, the Purchase Agreement, any 
Subsequent Purchase Agreements and Subsequent Transfer Agreements, any 
Underwriting Agreement, the Lockbox Agreement, and the Stock Pledge Agreement 
related to such Series.

          "TRIGGER EVENT" means, with respect to Series 1993-A and as of a 
Determination Date, the occurrence of any of the events specified in clause 
(A) together with the occurrence of the event specified in clause (B):

          (A)  (i)   [reserved];

               (ii)  the Average Delinquency Ratio for such Determination Date 
                     shall be equal to or greater than 5.00%;

               (iii) the Cumulative Default Rate shall be equal to or greater 
                     than (A) 3.15%, with respect to any Determination Date 
                     occurring prior to or during the sixth calendar month 
                     succeeding the Series 1993-A Closing Date, (B) 5.50%, 
                     with respect to any Determination Date occurring after 
                     the sixth, and prior to or during the 12th, calendar 
                     month succeeding the Series 1993-A Closing Date, (C) 
                     7.0%, with respect to any Determination Date occurring 
                     after the 12th, and prior to or during the 18th, 
                     calendar month succeeding the Series 1993-A Closing 
                     Date, (D) 7.5%, with respect to any Determination Date 
                     occurring after the 18th, and prior to or during the 
                     24th, calendar month succeeding the Series 1993-A 
                     Closing Date, (E) 8.15%, with respect to any 
                     Determination Date occurring after the 24th, and prior 
                     to or during the 30th, calendar month succeeding the 
                     Series 1993-A Closing Date, (F) 8.75%, with respect to 
                     any Determination Date occurring after the 30th, and 
                     prior to or during the 36th, calendar month succeeding 
                     the Series 1993-A Closing Date, (G) 3 9.0%, with respect 
                     to any Determination Date occurring after the 36th, and 
                     prior to or during the 42nd, calendar month succeeding 
                     the Series 1993-A Closing


                                      12
<PAGE>

                     Date, (H) 9.25%, with respect to any Determination Date 
                     occurring after the 42nd, and prior to or during the 
                     48th, calendar month succeeding the Series 1993-A 
                     Closing Date, (I) 9.50%, with respect to any 
                     Determination Date occurring after the 48th, and prior 
                     to or during the 54th, calendar month succeeding the 
                     Series 1993-A Closing Date, (J) 9.75%, with respect to 
                     any Determination Date occurring after the 54th, and 
                     prior to or during the 60th calendar month succeeding 
                     the Series 1993-A Closing Date, (K) 9.9%, with respect 
                     to any Determination Date occurring after the 60th, and 
                     prior to or during the 66th, calendar month succeeding 
                     the Series 1993-A Closing Date, or (L) 10.0%, with 
                     respect to any Determination Date occurring after the 
                     66th, and prior to or during the 72nd, calendar month 
                     succeeding the Series 1993-A Closing Date; or

               (iv)  the Cumulative Net Loss Rate shall be equal to or 
                     greater than (A) 1.25%, with respect to any 
                     Determination Date occurring prior to or during the 
                     sixth calendar month succeeding the Series 1993-A 
                     Closing Date, (B) 2.0%, with respect to any 
                     Determination Date occurring after the sixth, and prior 
                     to or during the 12th, calendar month succeeding the 
                     Series 1993-A Closing Date, (C) 2.75%, with respect to 
                     any Determination Date occurring after the 12th, and 
                     prior to or during the 18th, calendar month succeeding 
                     the Series 1993-A Closing Date, (D) 3.0%, with respect 
                     to any Determination Date occurring after the 18th, and 
                     prior to or during the 24th, calendar month succeeding 
                     the Series 1993-A Closing Date, (E) 3.25%, with respect 
                     to any Determination Date occurring after the 24th, and 
                     prior to or during the 30th, calendar month succeeding 
                     the Series 1993-A Closing Date, (F) 3.5%, with respect 
                     to any Determination Date occurring after the 30th, and 
                     prior to or during the 36th, calendar month succeeding 
                     the Series 1993-A Closing Date, (G) 3.6%, with respect 
                     to any Determination Date occurring after the 36th, and 
                     prior to or during the 42nd, calendar month succeeding 
                     the Series 1993-A Closing Date, (H) 3.7%, with respect 
                     to any Determination Date occurring after the 42nd, and 
                     prior to or during the 48th, calendar month succeeding 
                     the Series 1993-A Closing Date, (I) 3.8%, with respect 
                     to any Determination Date occurring after the 48th, and 
                     prior to or during the 54th, calendar month succeeding 
                     the Series 1993-A Closing Date, (J) 3.9%, with respect 
                     to any Determination Date occurring after the 54th, and 
                     prior to or during the 60th, calendar month succeeding 
                     the Series 1993-A Closing Date, (K) 3.95%, with respect 
                     to any Determination Date occurring after the 60th, and 
                     prior to or during the 66th, calendar month succeeding 
                     the Series 1993-A Closing Date, or (L) 4.0%, with 
                     respect to any Determination Date 


                                      13
<PAGE>

                     occurring after the 66th, and prior to or during the 
                     72nd, calendar month succeeding the Series 1993-A 
                     Closing Date.

          (B)  The amount specified with respect to such Series in the last
               sentence of Section 2.09(f) hereof is positive on such
               Determination Date, and such amount has not been deposited in the
               related Tag Account on such Determination Date.

          "TRUST" means a trust formed pursuant to a Pooling and Servicing 
Agreement or a Trust Agreement, as the case may be.

          "TRUST PROPERTY," with respect to any Series (other than the 
Warehousing Series), has the meaning specified in the related Pooling and 
Servicing Agreement or Trust Agreement, as the case may be, and with respect 
to the Warehousing Series, means the Seller Conveyed Property (as defined in 
the Warehousing Series Sale and Servicing Agreement).

          "TRUSTEE" means (A) with respect to any Series created pursuant to 
a Pooling and Servicing Agreement, the Trustee named in such Pooling and 
Servicing Agreement, or (B) with respect to any Series issued pursuant to an 
Indenture, the Trustee named in such Indenture in its capacity as agent for 
the Noteholders and, if applicable, the Certificateholders.

          "TRUSTEE SECURED OBLIGATIONS" means, with respect to a Series, all 
amounts and obligations which  OFL or the Seller may at any time owe or be 
required to perform to or on behalf of (i) the Trustee, the Trust or the 
Certificateholders under the Pooling and Servicing Agreement with respect to 
such Series, (ii) the Trustee, the Owner Trustee, the Trust, the 
Certificateholders or the Noteholders under the Trust Agreement, the Sale and 
Servicing Agreement or the Indenture with respect to such Series or (iii) the 
Trustee and the Noteholders under the Indenture with respect to the 
Warehousing Series.

          "TRUSTEE TERMINATION DATE" means, with respect to any Series, the 
date which is the later of (i) the date on which the Trustee shall have 
received, as Trustee for the holders of the Certificates of such Series, or 
as Indenture Trustee on behalf of (and as agent for) the Noteholders and/or 
Certificateholders of such Series, payment and performance in full of all 
Trustee Secured Obligations arising out of or relating to such Series or (ii) 
except with respect to the Warehousing Series, the date on which all payments 
in respect of the Certificates shall have been made and the related Trust 
shall have been terminated pursuant to the terms of the related Pooling and 
Servicing Agreement or Trust Agreement.

          "UNDERWRITING AGREEMENT" means, with respect to any Series (other 
than the Warehousing Series), the Underwriting Agreement among  OFL, the 
Seller and the Underwriters named therein.

          "UNIFORM COMMERCIAL CODE" or "UCC" means the Uniform Commercial 
Code in effect in the relevant jurisdiction, as the same may be amended from 
time to time.

          "WAREHOUSING SERIES" means all notes issued by the Issuer.


                                      14
<PAGE>

          Section 1.02. RULES OF INTERPRETATION.  The terms "hereof," "herein"
or "hereunder, " unless otherwise modified by more specific reference, shall 
refer to this Agreement in its entirety.  Unless otherwise indicated in 
context, the terms "Article," "Section," "Appendix," "Exhibit" or "Annex" 
shall refer to an Article or Section of, or Appendix, Exhibit or Annex to, 
this Agreement.  The definition of a term shall include the singular, the 
plural, the past, the present, the future, the active and the passive forms 
of such term.  A term defined herein and used herein preceded by a Series 
designation, shall mean such term as it relates to the Series designated.

                                  Article II

          CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL

          Section 2.01. SERIES 1993-A CREDIT ENHANCEMENT FEE.  The Series 
1993-A Pooling and Servicing Agreement provides for the payment to the Seller 
of a Series 1993-A Credit Enhancement Fee, to be paid to the Seller by 
distribution of such amounts to the Collateral Agent for deposit and 
distribution pursuant to this Agreement.  The Seller and  OFL hereby agree 
that payment of the Series 1993-A Credit Enhancement Fee in the manner and 
subject to the conditions set forth herein and in the Series 1993-A Pooling 
and Servicing Agreement is adequate consideration and the exclusive 
consideration to be received by the Seller or  OFL for the obligations of the 
Seller pursuant hereto and the obligations of  OFL pursuant hereto 
(including, without limitation, the transfer by the Seller to the Collateral 
Agent of the Initial Spread Account Deposit) and pursuant to the Series 
1993-A Insurance Agreement.  The Seller and  OFL hereby agree with the 
Trustee and with Financial Security that payment of the Series 1993-A Credit 
Enhancement Fee to the Seller is expressly conditioned on subordination of 
the Series 1993-A Credit Enhancement Fee to payments on the Certificates of 
any Series, payments on the Notes of any Series, payments of amounts due to 
Financial Security and the other obligations of the Trusts, in each case to 
the extent provided in Section 4.6 of the Standard Terms and Conditions and 
Section 3.03 hereof; and the Security Interest of the Secured Parties in the 
Series 1993-A Collateral is intended to effect and enforce such subordination 
and to provide security for the Series 1993-A Secured Obligations and the 
Secured Obligations with respect to each other Series.

          Section 2.02. SERIES SUPPLEMENTS.  The parties hereto intend to 
enter into a Series Supplement hereto with respect to any Series other than 
the Series 1993-A Certificates. The parties will enter into a Series 
Supplement only if the following conditions shall have been satisfied:

          (i)   The Seller shall have sold or will sell Receivables to a 
     Trust or to a corporation pursuant to (A) a Pooling and Servicing 
     Agreement under which the Trustee shall act as trustee, (B) a Sale and 
     Servicing Agreement in form and substance satisfactory to Financial 
     Security, with respect to which the Trustee shall act as Indenture 
     Trustee, and which Sale and Servicing Agreement may provide for the sale 
     of Subsequent Receivables to the related Trust or (C) a Warehousing 
     Series Sale and Servicing 

                                      15
<PAGE>

     Agreement in form and substance satisfactory to Financial Security, with 
     respect to which the Trustee shall act as Indenture Trustee with respect 
     to the related Notes;

          (ii)  Financial Security shall have issued (A) one or more Policies 
     in respect of the Guaranteed Distributions on Certificates issued 
     pursuant to the related Pooling and Servicing Agreement or Trust 
     Agreement, and/or (B) one or more Note Policies in respect of the 
     Scheduled Payments on the Notes issued pursuant to the related 
     Indenture; and

          (iii) Pursuant to the related Series Supplement any and all right, 
     title and interest of the Seller,  OFL or any affiliate of either of 
     them in the Collateral specified herein shall be pledged to the Secured 
     Parties substantially on the terms set forth in Section 2.03 hereof.

          Section 2.03. GRANT OF SECURITY INTEREST BY  OFL AND THE SELLER.
(a)  In order to secure the performance of the Secured Obligations with 
respect to each Series, the Seller (and  OFL, to the extent it may have any 
rights therein) hereby pledges, assigns, grants, transfers and conveys to the 
Collateral Agent, on behalf of and for the benefit of the Secured Parties to 
secure the Secured Obligations with respect to each Series, a lien on and 
security interest in (which lien and security interest is intended to be 
prior to all other liens, security interest or other encumbrances), all of 
its right, title and interest in and to the following (all being collectively 
referred to herein as the "Series 1993-A Collateral"):

          (i)   the Series 1993-A Credit Enhancement Fee and all rights and 
     remedies that the Seller may have to enforce payment of the Series 
     1993-A Credit Enhancement Fee whether under the Series 1993-A Pooling 
     and Servicing Agreement or otherwise;

          (ii)  the Series 1993-A Spread Account established pursuant to 
     Section 3.01 hereof, and each other account owned by the Seller and 
     maintained by the Collateral Agent (including, without limitation, all 
     monies, checks, securities, investments and other documents from time to 
     time held in or evidencing any such accounts);

          (iii) all of the Seller's right, title and interest in and to 
     investments made with proceeds of the property described in clauses (i) 
     and (ii) above, or made with amounts on deposit in the Series 1993-A 
     Spread Account; and

          (iv)  all distributions, revenues, products, substitutions, benefits,
     profits and proceeds, in whatever form, of any of the foregoing.

          (b)   In order to effectuate the provisions and purposes of this 
Agreement, including for the purpose of perfecting the security interests 
granted hereunder, the Seller represents and warrants that it has, prior to 
the execution of this Agreement, executed and filed an appropriate Uniform 
Commercial Code financing statement in Minnesota sufficient to assure that 
the Collateral Agent, as agent for the Secured Parties, has a first priority 
perfected security interest in all Series 1993-A Collateral which can be 
perfected by the filing of a financing statement.


                                      16
<PAGE>

          Section 2.04. PRIORITY.  The Seller (and  OFL, to the extent it may
have any rights in the Collateral) intends the security interests in favor of 
the Secured Parties to be prior to all other Liens in respect of the 
Collateral, and  OFL and the Seller shall take all actions necessary to 
obtain and maintain, in favor of the Collateral Agent, for the benefit of the 
Secured Parties, a first lien on and a first priority, perfected security 
interest in the Collateral.  Subject to the provisions hereof specifying the 
rights and powers of the Controlling Party from time to time to control 
certain specified matters relating to the Collateral, each Secured Party 
shall have all of the rights, remedies and recourse with respect to the 
Collateral afforded a secured party under the Uniform Commercial Code of the 
State of New York and all other applicable law in addition to, and not in 
limitation of, the other rights, remedies and recourse granted to such 
Secured Parties by this Agreement or any other law relating to the creation 
and perfection of liens on, and security interests in, the Collateral.

          Section 2.05. SELLER AND OFL REMAIN LIABLE  The Security Interests 
are granted as security only and shall not (i) transfer or in any way affect 
or modify, or relieve either the Seller or  OFL from, any obligation to 
perform or satisfy, any term, covenant, condition or agreement to be 
performed or satisfied by the Seller or OFL under or in connection with this 
Agreement, the Insurance Agreement or any other Transaction Document to which 
it is a party or (ii) impose any obligation on any of the Secured Parties or 
the Collateral Agent to perform or observe any such term, covenant, condition 
or agreement or impose any liability on any of the Secured Parties or the 
Collateral Agent for any act or omission on its part relative thereto or for 
any breach of any representation or warranty on its part contained therein or 
made in connection therewith, except, in each case, to the extent provided 
herein and in the other Transaction Documents.

          Section 2.06. MAINTENANCE OF COLLATERAL.

          (a)  SAFEKEEPING.  The Collateral Agent agrees to maintain the 
Collateral received by it (or evidence thereof, in the case of book-entry 
securities in the name of the Collateral Agent) and all records and documents 
relating thereto at the office of the Collateral Agent specified in Section 
8.06 hereof or such other address within the State of Minnesota (unless all 
filings have been made to continue the perfection of the security interest in 
the Collateral to the extent such security interest can be perfected by 
filing a financing statement, as evidenced by an Opinion of Counsel delivered 
to the Controlling Party), as may be approved by the Controlling Party.  The 
Collateral Agent shall keep all Collateral and related documentation in its 
possession separate and apart from all other property that it is holding in 
its possession and from its own general assets and shall maintain accurate 
records pertaining to the Eligible Investments and Spread Accounts included 
in the Collateral in such a manner as shall enable the Collateral Agent and 
the Secured Parties to verify the accuracy of such record-keeping.  The 
Collateral Agent's books and records shall at all times show that the 
Collateral is held by the Collateral Agent as agent of the Secured Parties 
and is not the property of the Collateral Agent.  The Collateral Agent will 
promptly report to each Secured Party and the Seller any failure on its part 
to hold the Collateral as provided in this Section 2.06(a) and will promptly 
take appropriate action to remedy any such failure.


                                      17
<PAGE>

          (b)  ACCESS.  The Collateral Agent shall permit each of the Secured 
Parties, or their respective duly authorized representatives, attorneys, 
auditors or designees, to inspect the Collateral in the possession of or 
otherwise under the control of the Collateral Agent pursuant hereto at such 
reasonable times during normal business hours as any such Secured Party may 
reasonably request upon not less than one Business Day's prior written notice.

          Section 2.07. TERMINATION AND RELEASE OF RIGHTS.

          (a)  On the Insurer Termination Date relating to a Series, the 
rights, remedies, powers, duties, authority and obligations conferred upon 
Financial Security pursuant to this Agreement in respect of the Collateral 
related to such Series shall terminate and be of no further force and effect 
and all rights, remedies, powers, duties, authority and obligations of 
Financial Security with respect to such Collateral shall be automatically 
released; PROVIDED that any indemnity provided to or by Financial Security 
herein shall survive such Insurer Termination Date.  If Financial Security is 
acting as Controlling Party with respect to a Series on the related Insurer 
Termination Date, Financial Security agrees, at the expense of the Seller, to 
execute and deliver such instruments as the successor Controlling Party may 
reasonably request to effectuate such release, and any such instruments so 
executed and delivered shall be fully binding on Financial Security and any 
Person claiming by, through or under Financial Security.

          (b)  On the Trustee Termination Date related to a Series, the 
rights, remedies, powers, duties, authority and obligations, if any, 
conferred upon the Trustee pursuant to this Agreement in respect of the 
Collateral related to such Series shall terminate and be of no further force 
and effect and all such rights, remedies, powers, duties, authority and 
obligations of the Trustee with respect to such Collateral shall be 
automatically released; PROVIDED that any indemnity provided to the Trustee 
herein shall survive such Trustee Termination Date.  If the Trustee is acting 
as Controlling Party with respect to a Series on the related Trustee 
Termination Date, the Trustee agrees, at the expense of the Seller, to 
execute and deliver such instruments as the Seller may reasonably request to 
effectuate such release, and any such instruments so executed and delivered 
shall be fully binding on the Trustee.

          (c)  On the Final Termination Date with respect to a Series, the 
rights, remedies, powers, duties, authority and obligations conferred upon 
the Collateral Agent and each Secured Party pursuant to this Agreement with 
respect to such Series shall terminate and be of no further force and effect 
and all rights, remedies, powers, duties, authority and obligations of the 
Collateral Agent and each Secured Party with respect to the Collateral 
related to such Series shall be automatically released.  On the Final 
Termination Date with respect to a Series, the Collateral Agent agrees, and 
each Secured Party agrees, at the expense of the Seller, to execute such 
instruments of release, in recordable form if necessary, in favor of the 
Seller as the Seller may reasonably request, to deliver any Collateral in its 
possession to the Seller, and to otherwise release the lien of this Agreement 
and release and deliver to the Seller the Collateral related to such Series.

          Section 2.08. NON-RECOURSE OBLIGATIONS OF SELLER.  Notwithstanding
anything herein or in the other Transaction Documents to the contrary, the 
parties hereto agree that the 


                                      18
<PAGE>

obligations of the Seller hereunder (without limiting the obligation to apply 
distributions of the respective Credit Enhancement Fees in accordance with 
Section 3.03(b)) shall be recourse only to the extent of amounts released to 
the Seller pursuant to priority EIGHTH of Section 3.03(b) and retained by the 
Seller in accordance with the next sentence.  The Seller agrees that it shall 
not declare or make payment of (i) any dividend or other distribution on or 
in respect of any shares of its capital stock or (ii) any payment on account 
of the purchase, redemption, retirement or acquisition of (x) any shares of 
its capital stock or (y) any option, warrant or other right to acquire shares 
of its capital stock, or (iii) any payment of any loan made by  OFL to the 
Seller, or of any deferred portion of the purchase price payable by the 
Seller to  OFL with respect to any Receivable unless (in each case) at the 
time of such declaration or payment (and after giving effect thereto) no 
amount payable by Seller under any Transaction Document is then due and owing 
but unpaid.  Nothing contained herein shall be deemed to limit the rights of 
the Certificateholders (or Certificate Owners) or Noteholders (or Note 
Owners) under any other Transaction Document.

          Section 2.09. PROGRAM SPREAD ACCOUNT AND TAG ACCOUNTS.  (a)  On or
prior to the date of any transfer of cash by the Seller pursuant to Section 
2.09(b)(i), the Collateral Agent at the direction of the Seller shall 
establish at an institution at which one or more Spread Accounts established 
hereunder are then maintained an Eligible Account, designated "Program Spread 
Account--Norwest Bank Minnesota, National Association" (the "Program Spread 
Account").  The Program Spread Account shall continuously be maintained at an 
institution at which one or more Spread Accounts are established hereunder.

          (b)  The Collateral Agent shall hold, for the benefit of the 
Seller, the following property in the Program Spread Account:

          (i)  all cash amounts from time to time on deposit in the Program 
     Spread Account which at the Seller's election it has delivered to the 
     Collateral Agent from (x) the proceeds of the sale of securities of a 
     Series or (y) amounts released to the Seller from the Lien of this 
     Agreement; and

          (ii) investments made with the proceeds of the property described 
     in clause (i) above, or made with amounts on deposit in the Program 
     Spread Account.

          Notwithstanding anything herein or in any Series Supplement to the 
contrary, the property held by the Collateral Agent under this Section 
2.09(b) shall not constitute Collateral hereunder.

          (c)  With respect to each Series for which the Seller has made an 
election pursuant to Section 2.09(f) in connection with such Series, on or 
prior to the date of any transfer of cash from the Program Spread Account in 
connection with such election, the Collateral Agent at the direction of the 
Seller shall establish at the same institution at which the related Spread 
Account established hereunder is then maintained an Eligible Account, 
designated "Tag Account Series [series designation] - Norwest Bank Minnesota, 
National Association, as Collateral Agent for Financial Security Assurance 
Inc. and another Secured Party" (each such account, a "Tag Account").  Each 
Tag Account shall continue to be maintained at the same institution as the 


                                      19
<PAGE>

related Spread Account established hereunder.

          (d)  In order to secure the performance of the Secured Obligations 
with respect to each Series, the Seller hereby pledges, assigns, grants, 
transfers and conveys to the Collateral Agent, on behalf of and for the 
benefit of the Secured Parties, a lien on and a security interest on (which 
lien and security interest is intended to be prior to all other liens, 
security interests and other encumbrances), all of its right, title and 
interest in and to the following:

          (i)   each Tag Account established pursuant to Section 2.09(c) 
     hereof, (including, without limitation, all monies, checks, securities, 
     investments and other documents held in or evidencing any such accounts);

          (ii)  all of the Seller's right, title and interest in and to 
     investments made with proceeds of the property described in clause (i) 
     above; and

          (iii) all distributions, revenues, products, substitutions, 
     benefits, profits and proceeds, in whatever form, of any of the 
     foregoing.

          In order to effectuate the provisions and purposes of this 
Agreement, including for the purpose of perfecting the security interests 
granted hereunder, the Seller represents and warrants that it shall, prior to 
the deposit of amounts in any Tag Account, execute and file an appropriate 
Uniform Commercial Code financing statement in Minnesota sufficient to assure 
that the Collateral Agent, as agent for the Secured Parties, has a first 
priority perfected security interest on the Collateral pledged or to be 
pledged pursuant to Section 2.09(d) which can be perfected by the filing of a 
financing statement.

          (e)  The Program Spread Account and each Tag Account shall be 
separate from each respective Trust or Issuer and amounts on deposit therein 
will not constitute a part of the Trust Property of any Trust or the assets 
of any Issuer.  Except as specifically provided herein, the Program Spread 
Account and each Tag Account shall be maintained by the Collateral Agent at 
all times separate and apart from any other account of the Seller,  OFL, the 
Servicer, the Trust or the Issuer.  All income or loss on investments of 
funds in the Program Spread Account and any Tag Account shall be reported by 
the Seller as taxable income or loss of the Seller.

          (f)  Upon the occurrence of an event specified in clause (A) of the 
definition of Trigger Event with respect to a Series and until such event is 
Deemed Cured, at the election of the Seller amounts on deposit in the Program 
Spread Account may be withdrawn on the related Determination Date by the 
Collateral Agent from the Program Spread Account and irrevocably deposited 
into one or more Tag Accounts for each Series with respect to which an event 
specified in such clause (A) shall have occurred (and which event is not 
Deemed Cured) and with respect to which the Seller has made such election.  
In the event of such election, the Collateral Agent shall deposit from the 
Program Spread Account into the related Tag Account, on such related 
Determination Date, an amount equal to the excess, if any, of amounts on 
deposit in the Spread Account (excluding from the calculation of the amount 
on deposit in such Spread Account any amount in any related Tag Account, and 
taking into account any deposits thereto to be made pursuant to the first 
paragraph of Section 3.03(b) and taking into account any withdrawals 


                                      20
<PAGE>

therefrom to be made pursuant to priority FIRST of Section 3.03(b) on the 
related Distribution Date, but not taking into account any other changes in 
the amount on deposit in such account pursuant to Section 3.03(b)) over the 
amount specified in clause (i) of the definition of Spread Account Maximum 
Amount with respect to such Series (taking into account the decline in the 
related Series Balance to be effected on the related Distribution Date).

          (g)  Amounts on deposit in the Program Spread Account shall be 
released from such account at any time upon the request of the Seller.  Funds 
in the Program Spread Account shall not be commingled with funds in any 
Spread Account, any Tag Account or with any other moneys.  Amounts on deposit 
in a Spread Account and released from the Lien of this Agreement pursuant to 
Section 3.03(b) shall, at the direction of the Seller, be deposited into 
either the Program Spread Account or the related Tag Account.

          (h)  Upon deposit pursuant to Section 2.09(f) of amounts into a Tag 
Account for a Series such amounts shall be treated fungibly with all amounts 
on deposit in the Spread Account with respect to the same Series, except 
that, amounts deposited into a Spread Account pursuant to Section 3.03(b) 
shall be deemed to be deposited into the Spread Account, and amounts 
withdrawn from a Spread Account pursuant to Section 3.03(b) shall be 
withdrawn first from the related Tag Account and second from the Spread 
Account.  Except as otherwise explicitly specified, all references herein to 
a Series Spread Account hereunder shall be deemed to include reference to any 
Tag Account created with respect to such Series, and all references herein to 
amounts on deposit in a Series Spread Account shall be deemed to include 
reference to amounts on deposit in the related Tag Account, if any, created 
with respect to such Series.

                                Article III

                              SPREAD ACCOUNTS

          Section 3.01.  ESTABLISHMENT OF SPREAD ACCOUNTS; INITIAL DEPOSITS INTO
                         SPREAD ACCOUNTS.

          (a)  On or prior to the Closing Date relating to a Series, the 
Collateral Agent shall establish with respect to such Series, at its office 
or at another depository institution or trust company an Eligible Account, 
designated, "Spread Account--Series [insert Series designation] --Norwest 
Bank Minnesota, National Association, as Collateral Agent for Financial 
Security Assurance Inc. and another Secured Party" (the "Spread Account").  
The Spread Accounts established under this Agreement may be maintained at one 
or more depository institutions (which depository institutions may be changed 
from time to time in accordance with this Agreement).  If any Spread Account 
established with respect to a Series ceases to be an Eligible Account, the 
Collateral Agent shall, within five Business Days, establish a new Eligible 
Account for such Series.

          (b)  No withdrawals may be made of funds in any Spread Account 
except as provided in Section 3.03 of this Agreement and in the Warehousing 
Series Supplement.  Except as specifically provided in this Agreement, funds 
in a Spread Account established with respect to 


                                      21
<PAGE>

a Series shall not be commingled with funds in a Spread Account established 
with respect to another Series or with any other moneys.  All moneys 
deposited from time to time in such Spread Account and all investments made 
with such moneys shall be held by the Collateral Agent as part of the 
Collateral with respect to such Series.

          (c)  On the Closing Date with respect to a Series (other than the 
Warehousing Series), the Collateral Agent shall deposit the Initial Spread 
Account Deposit with respect to such Series, if any, received from the Seller 
into the related Spread Account.  On each Subsequent Transfer Date (if any) 
with respect to a Series (other than the Warehousing Series), the Collateral 
Agent shall deposit the Spread Account Additional Deposit delivered by the 
related Trust on behalf of the Seller into the related Spread Account.

          (d)  Each Spread Account shall be separate from each respective 
Trust and amounts on deposit therein will not constitute a part of the Trust 
Property of any Trust.  Except as specifically provided herein, each Spread 
Account shall be maintained by the Collateral Agent at all times separate and 
apart from any other account of the Seller,  OFL, the Servicer or the Trust 
or the Issuer, as the case may be.  All income or loss on investments of 
funds in any Spread Account shall be reported by the Seller as taxable income 
or loss of the Seller.

          Section 3.02.  INVESTMENTS.

          (a)  Funds which may at any time be held in the Spread Account 
established with respect to a Series or in the Program Spread Account shall 
be invested and reinvested by the Collateral Agent, at the written direction 
(which may include, subject to the provisions hereof, general standing 
instructions) of the Seller (unless a Default shall have occurred and be 
continuing, in which case at the written direction of the Controlling Party) 
or its designee received by the Collateral Agent by 1:00 P.M. New York City 
time on the Business Day prior to the date on which such investment shall be 
made, in one or more Eligible Investments in the manner specified in Section 
3.02(c).  If no written direction with respect to any portion of such Spread 
Account or the Program Spread Account is received by the Collateral Agent, 
the Collateral Agent shall invest such funds overnight in such Eligible 
Investments as the Collateral Agent may select, provided that the Collateral 
Agent shall not be liable for any loss or absence of income resulting from 
such investments.

          (b)  Each investment made pursuant to this Section 3.02 on any date 
shall mature not later than the Business Day immediately preceding the 
Distribution Date next succeeding the day such investment is made, except 
that any investment made on the day preceding a Distribution Date shall 
mature on such Distribution Date; PROVIDED that any investment of funds in 
any Account maintained with the Collateral Agent in any investment as to 
which the Collateral Agent is the obligor, if otherwise qualified as an 
Eligible Investment (including any repurchase agreement on which the 
Collateral Agent in its commercial capacity is liable as principal), may 
mature on the Distribution Date next succeeding the date of such investment.

          (c)  Subject to the other provisions hereof, the Collateral Agent 
shall have sole control over each such investment and the income thereon, and 
any certificate or other instrument 


                                      22
<PAGE>

evidencing any such investment, if any, shall be delivered directly to the 
Collateral Agent or its agent, together with each document of transfer, if 
any, necessary to transfer title to such investment to the Collateral Agent 
in a manner which complies with Section 2.06 and this subsection.

          (d)  If amounts on deposit in any Spread Account are at any time 
invested in an Eligible Investment payable on demand, the Collateral Agent 
shall (i) consistent with any notice required to be given thereunder, demand 
that payment thereon be made on the last day such Eligible Investment is 
permitted to mature under the provisions hereof and (ii) demand payment of 
all amounts due thereunder promptly upon receipt of written notice from the 
Controlling Party to the effect that such investment does not constitute an 
Eligible Investment.

          (e)  All moneys on deposit in a Spread Account together with any 
deposits or securities in which such moneys may be invested or reinvested, 
and any gains from such investments, shall constitute Collateral hereunder 
with respect to the related Series, subject to the Security Interests of the 
Secured Parties.

          (f)  Subject to Section 4.03 hereof, the Collateral Agent shall not 
be liable by reason of any insufficiency in any Spread Account resulting from 
any loss on any Eligible Investment included therein except for losses 
attributable to the Collateral Agent's failure to make payments on Eligible 
Investments as to which the Collateral Agent, in its commercial capacity, is 
obligated.

          (g)  With respect to Spread Account Eligible Investments, the 
Collateral Agent agrees that:

          (1)  any Spread Account Eligible Investment that is a bankers 
     acceptance or is commercial paper, negotiable certificates of deposit or 
     another obligation that constitutes "instruments" within the meaning of 
     Section 9-105(1)(i) of the UCC or that is a "certificated security" as 
     defined in Section 8-102 of the UCC shall be delivered to the Collateral 
     Agent in accordance with paragraph (a) or (b), as applicable, of the 
     definition of "Delivery" and shall be held, pending maturity or 
     disposition, solely by the Collateral Agent or its securities 
     intermediary as described in such paragraphs (a) and (b);

          (2)  any Spread Account Eligible Investment that is a book-entry 
     security held through the Federal Reserve System pursuant to Federal 
     book-entry regulations shall be delivered in accordance with paragraph 
     (c), as applicable, of the definition of "Delivery" and shall be 
     maintained by the Collateral Agent, pending maturity or disposition, 
     through continued book-entry registration of such Spread Account 
     Eligible Investment as described in such paragraph; and

          (3)  any Eligible Investment that is an uncertificated security as 
     defined in Section 8-102(1)(b) of the UCC and that is not governed by 
     clause (2) above shall be delivered to the Collateral Agent in 
     accordance with paragraph (d) of the definition of "Delivery" and shall 
     be maintained by the Collateral Agent, pending maturity or 


                                      23
<PAGE>

     disposition, through continued registration of the Collateral Agent's 
     (or its nominee's) ownership of such security.

          Section 3.03.  DISTRIBUTIONS: PRIORITY OF PAYMENTS.

          (a)  On or before each Deficiency Claim Date, the Collateral Agent 
will make the following calculations on the basis of information (including, 
without limitation, the amount of any Collection Account Shortfall with 
respect to any Series) received pursuant to (x) Section 3.9 of the Standard 
Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, 
or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 3.11 
of the Servicing Agreement, as applicable, with respect to each Series; 
provided, however, that if the Collateral Agent receives notice from 
Financial Security of the occurrence of an Insurance Agreement Event of 
Default with respect to any Series, or of the occurrence of a Capture Event, 
such notice shall be determinative for the purposes of determining the Spread 
Account Default Level and Spread Account Maximum Amount for such Series:

          FIRST, determine the amounts to be on deposit in the respective 
     Spread Accounts (taking into account amounts in respect of the 
     respective Credit Enhancement Fees to be deposited into the related 
     Spread Accounts) on the next succeeding Distribution Date which will be 
     available to satisfy any Collection Account Shortfall and any 
     Warehousing Shortfall;

          SECOND, determine (i) the amounts, if any, to be distributed from 
     each Spread Account related to each Series with respect to which there 
     exists a Collection Account Shortfall and (ii) whether, following 
     distribution from the related Spread Accounts to the respective Trustees 
     for deposit into the respective Collection Accounts with respect to 
     which there exist Collection Account Shortfalls, a Collection Account 
     Shortfall will continue to exist with respect to one or more Series;

          THIRD, (i) if a Collection Account Shortfall will continue to exist 
     with respect to one or more Series following the distributions from the 
     related Spread Accounts contemplated by paragraph SECOND above, 
     determine the amount, if any, to be distributed to the Trustee with 
     respect to each Series from unrelated Spread Accounts in respect of such 
     Collection Account Shortfall(s).  This determination shall be made as 
     follows: (i) of the aggregate of the amounts to be on deposit in the 
     respective Spread Accounts for such Distribution Date (as determined 
     pursuant to paragraph FIRST above, after making the withdrawals pursuant 
     to paragraph SECOND above), up to the aggregate of the Collection 
     Account Shortfalls for such Distribution Date, (ii) drawn from each 
     Spread Account PRO RATA in accordance with amounts on deposit therein, 
     and (iii) distributed to the respective Trustees in the following order 
     of priority and PRO RATA within each priority (1) in the same priority 
     as amounts are to be distributed pursuant to Section 4.6 of the Standard 
     Terms and Conditions included in the respective Pooling and Servicing 
     Agreements and pursuant to Section 4.6 of the respective Sale and 
     Servicing Agreements, and pursuant to Section 3.6(a) or 3.6(b) of the 
     Servicing Agreement, as applicable, so that any shortfalls with 


                                      24
<PAGE>

     respect to priority (i) of each such Section are to be covered first, 
     any shortfalls with respect to priority (ii) of each such Section are to 
     be covered second, and so forth, until priority (v) of such Section, so 
     that priority (v) of Section 4.6 of the Standard Terms and Conditions 
     and of the Sale and Servicing Agreement and priority (v) of Section 
     3.6(a) or priority (v) of Section 3.6(b) of the Servicing Agreement are 
     to be covered fifth, (2) if Section 4.6 of one or more Sale and 
     Servicing Agreements provides for distribution in respect of interest or 
     principal on Notes or Certificates with priorities numerically greater 
     than (v), in the same priority as amounts are to be distributed pursuant 
     to each such Section 4.6, so that any shortfalls with respect to 
     priority (vi) of each such Section 4.6 are covered first, and so forth 
     through all priorities relating to interest or principal on Notes or 
     Certificates and (3) amounts to be distributed to the Security Insurer;

          On such Deficiency Claim Date, the Collateral Agent shall deliver a 
certificate to each Trustee in respect of which the Collateral Agent has 
received notice pursuant to (i) Section 3.9 of the Standard Terms and 
Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale 
and Servicing Agreement of a Collection Account Shortfall or (iii) Section 
3.11 of the Servicing Agreement of a Collection Account Shortfall or 
Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) 
above, shall be the sum of the amount, if any, to be withdrawn from the 
related Spread Account, as calculated pursuant to paragraph SECOND of this 
Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated 
Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 
3.03(a), and which, in the case of a Collection Account Shortfall or 
Warehousing Shortfall referred to in clause (iii) shall be the respective 
amounts, if any, withdrawn from unrelated Spread Accounts, as calculated 
pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be 
available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be 
distributed to such Trustee on the next Distribution Date in respect of such 
Collection Account Shortfall or Warehousing Shortfall, as the case may be.

          (b)  On each Distribution Date, following delivery by the Trustee 
of the respective Credit Enhancement Fees for deposit into the respective 
Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions 
included in the respective Pooling and Servicing Agreements or Section 4.6 of 
the respective Sale and Servicing Agreements, or the amount deposited into 
the Spread Account for the Warehousing Series pursuant to Section 4.6 or 
Section 4.10 of the Warehousing Series Sale and Servicing Agreement, as 
applicable, and upon receipt of a Deficiency Notice with respect to one or 
more such Series, or with respect to priorities FIFTH and SIXTH to the extent 
the amounts referred to therein are due and owing, the Collateral Agent shall 
make the following distributions in the following order of priority.  
References herein to a Spread Account shall include references to the related 
Tag Account and such amounts shall be treated fungibly, except that amounts 
deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed 
to be deposited into a Spread Account, and amounts withdrawn from a Spread 
Account pursuant to Section 3.03(b) shall be withdrawn first from the related 
Tag Account and second from the Spread Account.

          FIRST, if with respect to any Series there exists a Collection 
Account Shortfall from the Spread Account related to such Series, to the 
Trustee for deposit in the related 


                                      25
<PAGE>

Collection Account the amount of such Collection Account Shortfall (subject, 
in the case of withdrawals from a Spread Account containing Spread Account 
Recourse Reduction Amounts, to Section 3.04(e)(i));

          SECOND, if with respect to any Series there exists a Collection 
Account Shortfall after deposit into the Collection Account of amounts 
distributed pursuant to priority FIRST, from each Spread Account, PRO RATA in 
accordance with amounts on deposit therein (but in no event shall a 
withdrawal from a Spread Account pursuant to this priority SECOND cause the 
cash amount on deposit in such Spread Account to be below the Spread Account 
Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor 
is specified in the Series Supplement establishing such Spread Account), an 
amount up to the aggregate of the Collection Account Shortfalls for all 
Series, to the respective Trustees in accordance with the Payment Priorities 
for deposit in the respective Collection Accounts with respect to which there 
exist Collection Account Shortfalls, (subject, in the case of withdrawals 
from a Spread Account containing Spread Account Recourse Reduction Amounts, 
to Section 3.04(e));

          THIRD, if with respect to one or more Series (excluding the 
Warehousing Series) there exists a Spread Account Shortfall, from amounts, if 
any, on deposit in each Spread Account (excluding the Warehousing Series) in 
excess of the related Spread Account Maximum Amount (after making any 
withdrawals therefrom required by priority FIRST or SECOND of this Section 
3.03(b) and only from cash amounts and not from amounts representing a Spread 
Account Recourse Reduction Amount), an amount in the aggregate up to the 
aggregate of the Spread Account Shortfalls for all Series for deposit into 
each Spread Account PRO RATA in accordance with their respective Spread 
Account Shortfalls;

          FOURTH, if with respect to one or more Series, amounts have been 
withdrawn from the related Spread Account pursuant to priority FIRST or 
SECOND of this Section 3.03(b) on such Distribution Date and/or on prior 
Distribution Dates and such amounts have not been redeposited in full into 
such Spread Account pursuant to this priority FOURTH (such amounts in the 
aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, on 
deposit in each Spread Account in excess of the related Spread Account 
Maximum Amount (after making any withdrawals therefrom required by priority 
FIRST, SECOND or THIRD of this Section 3.03(b) and only from cash amounts and 
not from amounts representing a Spread Account Recourse Reduction Amount), an 
amount up to the aggregate of the Unreimbursed Amounts for all such Series 
for deposit into each Spread Account with respect to which there exist 
Unreimbursed Amounts PRO RATA in accordance with the excess of the Spread 
Account Maximum Amount of each such Spread Account over the amount on deposit 
in such Spread Account;

          FIFTH, if any amounts are owed to a successor Servicer pursuant to 
Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and 
Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement and 
such amounts are not payable pursuant to Section 4.6(a)(i) of the Standard 
Terms and Conditions included in such Pooling and Servicing Agreement or 
Section 4.6(i) of such Sale and Servicing Agreement, as applicable, from 
amounts on deposit in the related Spread Account (but only from cash amounts 
and not from amounts 


                                      26
<PAGE>

representing a Spread Account Recourse Reduction Amount), an amount up to the 
amount so owed, to such Servicer;

          SIXTH, if any amounts are owed by  OFL or the Seller to a Trustee, 
Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, 
Administrator, Collateral Agent, the Indenture Collateral Agent or other 
service provider to either the Trust or the Issuer for expenses that have not 
been reimbursed by  OFL or the Seller, from amounts on deposit in the related 
Spread Account (but only from cash amounts and not from amounts representing 
a Spread Account Recourse Reduction Amount), an amount up to the amount so 
owed, to such Person;

          SEVENTH, if with respect to the Warehousing Series there exists a 
Warehousing Shortfall, from the aggregate of all amounts on deposit in the 
Warehousing Series Spread Account and from the aggregate of all amounts in 
unrelated Spread Accounts in excess of the related Spread Account Maximum 
Amount (except that such limitation shall not exist with respect to a Spread 
Account Maximum Amount which is unlimited), an amount up to the amount of 
such Warehousing Shortfall (to the extent not distributed on such 
Distribution Date pursuant to a prior priority of this Section 3.03(b) and 
only from cash amounts and not from amounts representing a Spread Account 
Recourse Reduction Amount), to the Trustee for the Warehousing Series for 
deposit in the Warehousing Series Collection Account; and

          EIGHTH, to the extent there are any funds in a Spread Account in 
excess of the applicable Spread Account Maximum Amount and any funds in a 
Spread Account with respect to a Series for which the Final Termination Date 
shall have occurred, such amount shall be distributed in the following order 
of priority: FIRST, for deposit into each Spread Account containing Spread 
Account Recourse Reduction Amounts, an amount up to the related Spread 
Account Recourse Maximum Adjustment Amount, if any, PRO RATA on the basis of 
the respective Spread Account Recourse Reduction Amounts, and SECOND, any 
remaining funds to the Seller.

          Section 3.04.  GENERAL PROVISIONS REGARDING SPREAD ACCOUNTS.

          (a)  Promptly upon the establishment (initially or upon any 
relocation) of a Spread Account hereunder, the Collateral Agent shall advise 
the Seller and each Secured Party in writing of the name and address of the 
depository institution or trust company where such Spread Account has been 
established (if not Norwest Bank Minnesota, National Association or any 
successor Collateral Agent in its commercial banking capacity), the name of 
the officer of the depository institution who is responsible for overseeing 
such Spread Account, the account number and the individuals whose names 
appear on the signature cards for such Spread Account.  The Seller shall 
cause each such depository institution or trust company to execute a written 
agreement, in form and substance satisfactory to the Controlling Party, 
waiving, and the Collateral Agent by its execution of this Agreement hereby 
waives (except to the extent expressly provided herein), in each case to the 
extent permitted under applicable law, (i) any banker's or other statutory or 
similar Lien, and (ii) any right of set-off or other similar right under 
applicable law with respect to such Spread Account and any other Spread 
Account and agreeing, and the Collateral Agent by its execution of this 
Agreement hereby agrees, to notify the Seller, 


                                      27
<PAGE>

the Collateral Agent, and each Secured Party of any charge or claim against 
or with respect to such Spread Account.  The Collateral Agent shall give the 
Seller and each Secured Party at least ten Business Days' prior written 
notice of any change in the location of such Spread Account or in any related 
account information.  If the Collateral Agent changes the location of any 
Spread Account, it shall change the location of the other Spread Accounts, so 
that all Spread Accounts shall at all times be located at the same depository 
institution.  Anything herein to the contrary notwithstanding, unless 
otherwise consented to by the Controlling Party in writing, the Collateral 
Agent shall have no right to change the location of any Spread Account.

          (b)  Upon the written request of the Controlling Party or the 
Seller and at the expense of the Seller, the Collateral Agent shall cause, at 
the expense of the Seller, the depository institution at which any Spread 
Account is located to forward to the requesting party copies of all monthly 
account statements for such Spread Account.

          (c)  If at any time any Spread Account ceases to be an Eligible 
Account, the Collateral Agent shall notify the Controlling Party of such fact 
and shall establish within 5 Business Days of such determination, in 
accordance with paragraph (a) of this Section, a successor Spread Account 
thereto, which shall be an Eligible Account, at another depository 
institution acceptable to the Controlling Party and shall establish successor 
Spread Accounts with respect to all other Spread Accounts, each of which 
shall be an Eligible Account at the same depository institution.

          (d)  No passbook, certificate of deposit or other similar 
instrument evidencing a Spread Account shall be issued, and all contracts, 
receipts and other papers, if any, governing or evidencing a Spread Account 
shall be held by the Collateral Agent.

          (e)  A Spread Account Recourse Reduction Amount with respect to a 
Spread Account shall be treated fungibly with all other amounts on deposit in 
such Spread Account, EXCEPT THAT:

          (i)   if with respect to any Series, there exists a Collection 
     Account Shortfall and cash amounts available pursuant to priority FIRST 
     of Section 3.03(b) are not sufficient to satisfy such Collection Account 
     Shortfall, the Collateral Agent shall next withdraw cash amounts 
     available pursuant to priority SECOND of Section 3.03(b) up to the 
     amount of any remaining Collection Account Shortfall; if such amounts 
     are not sufficient to satisfy such Collection Account Shortfall, Spread 
     Account Recourse Reduction Amounts, if any, shall be deemed to be made 
     available pursuant to priority FIRST of Section 3.03(b) up to the amount 
     of any remaining Collection Account Shortfalls, and if such amounts are 
     not sufficient to satisfy such Collection Account Shortfall, all other 
     Spread Account Recourse Reduction Amounts, if any, shall be deemed to be 
     made available pursuant to priority SECOND of Section 3.03(b);

          (ii)  if amounts are to be made available from two or more Spread 
     Accounts pursuant to priority SECOND of Section 3.03(b), such amounts 
     shall, FIRST, be withdrawn PRO RATA from cash amounts on deposit therein 
     and, if such amounts are exhausted, SECOND, shall be deemed to be made 
     available PRO RATA from Spread Account Recourse 


                                      28
<PAGE>

     Reduction Amounts, if any (after taking into account amounts deemed to 
     be made available from Spread Account Recourse Reduction Amounts 
     pursuant to clause (i) above);

          (iii) if amounts are to be made available from a Spread Account 
     pursuant to priority FIRST or SECOND of Section 3.03(b) and any portion 
     or all of such amounts represent Spread Account Recourse Reduction 
     Amounts, the Collateral Agent shall notify the Trustee with respect to 
     the Series receiving the benefit of such Spread Account Recourse 
     Reduction Amounts of the amount so to be made available which is 
     represented by Spread Account Recourse Reduction Amounts;

          (iv)  if amounts are to be made available from a Spread Account 
     pursuant to priority THIRD, FOURTH, FIFTH, SIXTH, SEVENTH or EIGHTH of 
     Section 3.03(b), such amounts shall be withdrawn pro rata from cash 
     amounts on deposit therein and not from Spread Account Recourse 
     Reduction Amounts;

          (v)   any Spread Account Withdrawal Floor requirement for any 
     Series must be satisfied with cash amounts in the related Spread Account 
     and not with amounts representing a Spread Account Recourse Reduction 
     Amount; and

          (vi)  all references to investments in Eligible Investments in this 
     Agreement shall apply only to cash amounts in the respective Spread 
     Accounts and not to amounts representing a Spread Account Recourse 
     Reduction Amount.

          Section 3.05.  REPORTS BY THE COLLATERAL AGENT.  The Collateral 
Agent shall report to the Seller, Financial Security, the Trustee and the 
Servicer on a monthly basis no later than each Distribution Date with respect 
to the amount on deposit in each Spread Account and the identity of the 
investments included therein as of the last day of the related Monthly 
Period, and shall provide accountings of deposits into and withdrawals from 
the Spread Accounts, and of the investments made therein, to the independent 
accountants upon their request for purposes of their reports pursuant to 
Section 3.11 of the Pooling and Servicing Agreements and Section 3.11 of the 
Sale and Servicing Agreements.

                               ARTICLE IV

                          THE COLLATERAL AGENT

          Section 4.01.  APPOINTMENT AND POWERS.  Subject to the terms and 
conditions hereof, each of the Secured Parties hereby appoints Norwest Bank 
Minnesota, National Association as the Collateral Agent with respect to the 
Series 1993-A Collateral and the related Collateral subsequently specified in 
a Series Supplement, and Norwest Bank Minnesota, National Association hereby 
accepts such appointment and agrees to act as Collateral Agent with respect 
to the Series 1993-A Collateral, and upon execution of any Series Supplement, 
shall be deemed to accept such appointment, and agree to act as Collateral 
Agent with respect to such Collateral, in each case, for the Secured Parties, 
to maintain custody and possession of such 


                                      29
<PAGE>

Collateral (except as otherwise provided hereunder) and to perform the other 
duties of the Collateral Agent in accordance with the provisions of this 
Agreement.  Each Secured Party hereby authorizes the Collateral Agent to take 
such action on its behalf, and to exercise such rights, remedies, powers and 
privileges hereunder, as the Controlling Party may direct and as are 
specifically authorized to be exercised by the Collateral Agent by the terms 
hereof, together with such actions, rights, remedies, powers and privileges 
as are reasonably incidental thereto.  The Collateral Agent shall act upon 
and in compliance with the written instructions of the Controlling Party 
delivered pursuant to this Agreement promptly following receipt of such 
written instructions; provided that the Collateral Agent shall not act in 
accordance with any instructions (i) which are not authorized by, or in 
violation of the provisions of, this Agreement, (ii) which are in violation 
of any applicable law, rule or regulation or (iii) for which the Collateral 
Agent has not received reasonable indemnity.  Receipt of such instructions 
shall not be a condition to the exercise by the Collateral Agent of its 
express duties hereunder, except where this Agreement provides that the 
Collateral Agent is permitted to act only following and in accordance with 
such instructions.

          Section 4.02.  PERFORMANCE OF DUTIES.  The Collateral Agent shall 
have no duties or responsibilities except those expressly set forth in this 
Agreement and the other Transaction Documents to which the Collateral Agent 
is a party or as directed by the Controlling Party in accordance with this 
Agreement.  The Collateral Agent shall not be required to take any 
discretionary actions hereunder except at the written direction and with the 
indemnification of the Controlling Party.

          Section 4.03.  LIMITATION ON LIABILITY.  Neither the Collateral 
Agent nor any of its directors, officers or employees, shall be liable for 
any action taken or omitted to be taken by it or them hereunder, or in 
connection herewith, except that the Collateral Agent shall be liable for its 
negligence, bad faith or willful misconduct; nor shall the Collateral Agent 
be responsible for the validity, effectiveness, value, sufficiency or 
enforceability against the Seller or  OFL of this Agreement or any of the 
Collateral (or any part thereof). Notwithstanding any term or provision of 
this Agreement, the Collateral Agent shall incur no liability to the Seller,  
OFL or the Secured Parties for any action taken or omitted by the Collateral 
Agent in connection with the Collateral, except for the negligence or willful 
misconduct on the part of the Collateral Agent, and, further, shall incur no 
liability to the Secured Parties except for negligence or willful misconduct 
in carrying out its duties to the Secured Parties.  Subject to Section 4.04, 
the Collateral Agent shall be protected and shall incur no liability to any 
such party in relying upon the accuracy, acting in reliance upon the 
contents, and assuming the genuineness of any notice, demand, certificate, 
signature, instrument or other document reasonably believed by the Collateral 
Agent to be genuine and to have been duly executed by the appropriate 
signatory, and (absent actual knowledge to the contrary) the Collateral Agent 
shall not be required to make any independent investigation with respect 
thereto.  The Collateral Agent shall at all times be free independently to 
establish to its reasonable satisfaction, but shall have no duty to 
independently verify, the existence or nonexistence of facts that are a 
condition to the exercise or enforcement of any right or remedy hereunder or 
under any of the Transaction Documents.  The Collateral Agent may consult 
with counsel, and shall not be liable for any action taken or omitted to be 
taken by it hereunder in good faith and in accordance with the written advice 
of such counsel.  The 


                                      30
<PAGE>

Collateral Agent shall not be under any obligation to exercise any of the 
remedial rights or powers vested in it by this Agreement or to follow any 
direction from the Controlling Party unless it shall have received reasonable 
security or indemnity satisfactory to the Collateral Agent against the costs, 
expenses and liabilities which might be incurred by it.

          Section 4.04.  RELIANCE UPON DOCUMENTS.  In the absence of bad 
faith or negligence on its part, the Collateral Agent shall be entitled to 
rely on any communication, instrument, paper or other document reasonably 
believed by it to be genuine and correct and to have been signed or sent by 
the proper Person or Persons and shall have no liability in acting, or 
omitting to act, where such action or omission to act is in reasonable 
reliance upon any statement or opinion contained in any such document or 
instrument.

          Section 4.05.  SUCCESSOR COLLATERAL AGENT.

          (a)  MERGER.  Any Person into which the Collateral Agent may be 
converted or merged, or with which it may be consolidated, or to which it may 
sell or transfer its trust business and assets as a whole or substantially as 
a whole, or any Person resulting from any such conversion, merger, 
consolidation, sale or transfer to which the Collateral Agent is a party, 
shall (provided it is otherwise qualified to serve as the Collateral Agent 
hereunder) be and become a successor Collateral Agent hereunder and be vested 
with all of the title to and interest in the Collateral and all of the 
trusts, powers, discretions, immunities, privileges and other matters as was 
its predecessor without the execution or filing of any instrument or any 
further act, deed or conveyance on the part of any of the parties hereto, 
anything herein to the contrary notwithstanding, except to the extent, if 
any, that any such action is necessary to perfect, or continue the perfection 
of, the security interest of the Secured Parties in the Collateral.

          (b)  RESIGNATION.  The Collateral Agent and any successor 
Collateral Agent may resign only (i) upon a determination that by reason of a 
change in legal requirements the performance of its duties under this 
Agreement would cause it to be in violation of such legal requirements in a 
manner which would result in a material adverse effect on the Collateral 
Agent, and the Controlling Party does not elect to waive the Collateral 
Agent's obligation to perform those duties which render it legally unable to 
act or elect to delegate those duties to another Person, or (ii) with the 
prior written consent of the Controlling Party.  The Collateral Agent shall 
give not less than 60 days' prior written notice of any such permitted 
resignation by registered or certified mail to the other Secured Party and 
the Seller; PROVIDED, that such resignation shall take effect only upon the 
date which is the latest of (i) the effective date of the appointment of a 
successor Collateral Agent and the acceptance in writing by such successor 
Collateral Agent of such appointment and of its obligation to perform its 
duties hereunder in accordance with the provisions hereof, (ii) delivery of 
the Collateral to such successor to be held in accordance with the procedures 
specified in Article II hereof, and (iii) receipt by the Controlling Party of 
an Opinion of Counsel to the effect described in Section 5.02. 
Notwithstanding the preceding sentence, if by the contemplated date of 
resignation specified in the written notice of resignation delivered as 
described above no successor Collateral Agent or temporary successor 
Collateral Agent has been appointed Collateral Agent or becomes the 
Collateral Agent pursuant to subsection (d) hereof, the resigning Collateral 
Agent may petition a court of competent 


                                      31
<PAGE>

jurisdiction in New York, New York for the appointment of a successor.

          (c)  REMOVAL.  The Collateral Agent may be removed by the 
Controlling Party at any time, with or without cause, by an instrument or 
concurrent instruments in writing delivered to the Collateral Agent, the 
other Secured Party and the Seller.  A temporary successor may be removed at 
any time to allow a successor Collateral Agent to be appointed pursuant to 
subsection (d) below. Any removal pursuant to the provisions of this 
subsection (c) shall take effect only upon the date which is the latest of 
(i) the effective date of the appointment of a successor Collateral Agent and 
the acceptance in writing by such successor Collateral Agent of such 
appointment and of its obligation to perform its duties hereunder in 
accordance with the provisions hereof, (ii) delivery of the Collateral to 
such successor to be held in accordance with the procedures specified in 
Article II hereof and (iii) receipt by the Controlling Party of an Opinion of 
Counsel to the effect described in Section 5.02.

          (d)  ACCEPTANCE BY SUCCESSOR.  The Controlling Party shall have the 
sole right to appoint each successor Collateral Agent.  Every temporary or 
permanent successor Collateral Agent appointed hereunder shall execute, 
acknowledge and deliver to its predecessor and to each Secured Party and the 
Seller an instrument in writing accepting such appointment hereunder and the 
relevant predecessor shall execute, acknowledge and deliver such other 
documents and instruments as will effectuate the delivery of all Collateral 
to the successor Collateral Agent to be held in accordance with the 
procedures specified in Article II hereof, whereupon such successor, without 
any further act, deed or conveyance, shall become fully vested with all the 
estates, properties, rights, powers, duties and obligations of its 
predecessor.  Such predecessor shall, nevertheless, on the written request of 
either Secured Party or the Seller, execute and deliver an instrument 
transferring to such successor all the estates, properties, rights and powers 
of such predecessor hereunder. In the event that any instrument in writing 
from the Seller or a Secured Party is reasonably required by a successor 
Collateral Agent to more fully and certainly vest in such successor the 
estates, properties, rights, powers, duties and obligations vested or 
intended to be vested hereunder in the Collateral Agent, any and all such 
written instruments shall, at the request of the temporary or permanent 
successor Collateral Agent, be forthwith executed, acknowledged and delivered 
by the Seller.  The designation of any successor Collateral Agent and the 
instrument or instruments removing any Collateral Agent and appointing a 
successor hereunder, together with all other instruments provided for herein, 
shall be maintained with the records relating to the Collateral and, to the 
extent required by applicable law, filed or recorded by the successor 
Collateral Agent in each place where such filing or recording is necessary to 
effect the transfer of the Collateral to the successor Collateral Agent or to 
protect or continue the perfection of the security interests granted 
hereunder.

          (e)  Any resignation or removal of a Collateral Agent and 
appointment of a successor Collateral Agent shall be effected with respect to 
this Agreement and all Series Supplements simultaneously, so that at no time 
is there more than one Collateral Agent acting hereunder and under all Series 
Supplements.

          Section 4.06.  INDEMNIFICATION.  The Seller and OFL shall indemnify 
the Collateral Agent, its directors, officers, employees and agents for, and 
hold the Collateral Agent, 


                                      32
<PAGE>

its directors, officers, employees and agents harmless against, any loss, 
liability or expense (including the costs and expenses of defending against 
any claim of liability) arising out of or in connection with the Collateral 
Agent's acting as Collateral Agent hereunder, except such loss, liability or 
expense as shall result from the negligence, bad faith or willful misconduct 
of the Collateral Agent or its officers or agents. The obligation of the 
Seller and OFL under this Section shall survive the termination of this 
Agreement and the resignation or removal of the Collateral Agent.  The 
Collateral Agent covenants and agrees that the obligations of the Seller 
hereunder and under Section 4.07 shall be limited to the extent provided in 
Section 2.08, and further covenants not to take any action to enforce its 
rights to indemnification hereunder with respect to the Seller and to payment 
under Section 4.07 except in accordance with the provisions of Section 8.05, 
or otherwise to assert any Lien or take any other action in respect of the 
Collateral or the Trust Property of a Series until the applicable Final 
Termination Date.

          Section 4.07.  COMPENSATION AND REIMBURSEMENT.  The Seller agrees 
for the benefit of the Secured Parties and as part of the Secured Obligations 
(a) to pay to the Collateral Agent, from time to time, reasonable 
compensation for all services rendered by it hereunder (which compensation 
shall not be limited by any provision of law in regard to the compensation of 
a collateral trustee); and (b) to reimburse the Collateral Agent upon its 
request for all reasonable expenses, disbursements and advances incurred or 
made by the Collateral Agent in accordance with any provision of, or carrying 
out its duties and obligations under, this Agreement (including the 
reasonable compensation and fees and the expenses and disbursements of its 
agents, any independent certified public accountants and independent 
counsel), except any expense, disbursement or advances as may be attributable 
to negligence, bad faith or willful misconduct on the part of the Collateral 
Agent.

          Section 4.08.  REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL 
AGENT. The Collateral Agent represents and warrants to the Seller and to each 
Secured Party as follows:

          (a)  DUE ORGANIZATION.  The Collateral Agent is a national banking 
association, duly organized, validly existing and in good standing under the 
laws of the United States and is duly authorized and licensed under 
applicable law to conduct its business as presently conducted.

          (b)  CORPORATE POWER.  The Collateral Agent has all requisite 
right, power and authority to execute and deliver this Agreement and to 
perform all of its duties as Collateral Agent hereunder.

          (c)  DUE AUTHORIZATION.  The execution and delivery by the 
Collateral Agent of this Agreement and the other Transaction Documents to 
which it is a party, and the performance by the Collateral Agent of its 
duties hereunder and thereunder, have been duly authorized by all necessary 
corporate proceedings and no further approvals or filings, including any 
governmental approvals, are required for the valid execution and delivery by 
the Collateral Agent, or the performance by the Collateral Agent, of this 
Agreement and such other Transaction Documents.

          (d)  VALID AND BINDING AGREEMENT.  The Collateral Agent has duly 
executed and delivered this Agreement and each other Transaction Document to 
which it is a party, and each of this Agreement and each such other 
Transaction Document constitutes the legal, valid 


                                      33
<PAGE>

and binding obligation of the Collateral Agent, enforceable against the 
Collateral Agent in accordance with its terms, except as (i) such 
enforceability may be limited by bankruptcy, insolvency, reorganization and 
similar laws relating to or affecting the enforcement of creditors' rights 
generally and (ii) the availability of equitable remedies may be limited by 
equitable principles of general applicability.

          Section 4.09.  WAIVER OF SETOFFS.  The Collateral Agent hereby 
expressly waives any and all rights of setoff that the Collateral Agent may 
otherwise at any time have under applicable law with respect to any Spread 
Account and agrees that amounts in the Spread Accounts shall at all times be 
held and applied solely in accordance with the provisions hereof.

          Section 4.10.  CONTROL BY THE CONTROLLING PARTY.  The Collateral 
Agent shall comply with notices and instructions given by the Seller only if 
accompanied by the written consent of the Controlling Party, except that if 
any Default shall have occurred and be continuing, the Collateral Agent shall 
act upon and comply with notices and instructions given by the Controlling 
Party alone in the place and stead of the Seller.

                                  Article V

                            COVENANTS OF THE SELLER

          Section 5.01.  PRESERVATION OF COLLATERAL.  Subject to the rights, 
powers and authorities granted to the Collateral Agent and the Controlling 
Party in this Agreement, the Seller shall take such action as is necessary 
and proper with respect to the Collateral in order to preserve and maintain 
such Collateral and to cause (subject to the rights of the Secured Parties) 
the Collateral Agent to perform its obligations with respect to such 
Collateral as provided herein. The Seller will do, execute, acknowledge and 
deliver, or cause to be done, executed, acknowledged and delivered, such 
instruments of transfer or take such other steps or actions as may be 
necessary, or required by the Controlling Party, to perfect the Security 
Interests granted hereunder in the Collateral, to ensure that such Security 
Interests rank prior to all other Liens and to preserve the priority of such 
Security Interests and the validity and enforceability thereof.  Upon any 
delivery or substitution of Collateral, the Seller shall be obligated to 
execute such documents and perform such actions as are necessary to create in 
the Collateral Agent for the benefit of the Secured Parties a valid first 
Lien on, and valid and perfected, first priority security interest in, the 
Collateral so delivered and to deliver such Collateral to the Collateral 
Agent, free and clear of any other Lien, together with satisfactory 
assurances thereof, and to pay any reasonable costs incurred by any of the 
Secured Parties or the Collateral Agent (including its agents) or otherwise 
in connection with such delivery.

          Section 5.02.  OPINIONS AS TO COLLATERAL.  Not more than 90 days 
nor less than 30 days prior to (i) each anniversary of the date hereof during 
the term of this Agreement and (ii) each date on which the Seller proposes to 
take any action contemplated by Section 5.06, the Seller shall, at its own 
cost and expense, furnish to each Secured Party and the Collateral Agent an 
Opinion of Counsel with respect to each Series either (a) stating that, in 
the opinion of such counsel, such action has been taken with respect to the 
execution and filing of any financing 


                                      34
<PAGE>

statements and continuation statements and other actions as are necessary to 
perfect, maintain and protect the lien and security interest of the 
Collateral Agent (and the priority thereof), on behalf of the Secured 
Parties, with respect to such Collateral against all creditors of and 
purchasers from the Seller or  OFL and reciting the details of such action, 
or (b) stating that, in the opinion of such counsel, no such action is 
necessary to maintain such perfected lien and security interest.  Such 
Opinion of Counsel shall further describe each execution and filing of any 
financing statements and continuation statements and such other actions as 
will, in the opinion of such counsel, be required to perfect, maintain and 
protect the lien and security interest of the Collateral Agent, on behalf of 
the Secured Parties, with respect to such Collateral against all creditors of 
and purchasers from the Seller or OFL for a period, specified in such 
Opinion, continuing until a date not earlier than eighteen months from the 
date of such Opinion.

          Section 5.03.  NOTICES.  In the event that  OFL or the Seller 
acquires knowledge of the occurrence and continuance of any Insurance 
Agreement Event of Default or Servicer Termination Event or of any event of 
default or like event, howsoever described or called, under any of the 
Transaction Documents, the Seller shall immediately give notice thereof to 
the Collateral Agent and each Secured Party.

          Section 5.04.  WAIVER OF STAY OR EXTENSION LAWS; MARSHALLING OF 
ASSETS.  The Seller covenants, to the fullest extent permitted by applicable 
law, that it will not at any time insist upon, plead, or in any manner 
whatsoever claim or take the benefit or advantage of, any appraisement, 
valuation, stay, extension or redemption law wherever enacted, now or at any 
time hereafter in force, in order to prevent or hinder the enforcement of 
this Agreement or any absolute sale of the Collateral or any part thereof, or 
the possession thereof by any purchaser at any sale under Article VII of this 
Agreement; and the Seller, to the fullest extent permitted by applicable law, 
for itself and all who may claim under it, hereby waives the benefit of all 
such laws, and covenants that it will not hinder, delay or impede the 
execution of any power herein granted to the Collateral Agent, but will 
suffer and permit the execution of every such power as though no such law had 
been enacted.  The Seller, for itself and all who may claim under it, waives, 
to the fullest extent permitted by applicable law, all right to have the 
Collateral marshalled upon any foreclosure or other disposition thereof.

          Section 5.05.  NONINTERFERENCE, ETC.  The Seller shall not (i) 
waive or alter any of its rights under the Collateral (or any agreement or 
instrument relating thereto) without the prior written consent of the 
Controlling Party; or (ii) fail to pay any tax, assessment, charge or fee 
levied or assessed against the Collateral, or to defend any action, if such 
failure to pay or defend may adversely affect the priority or enforceability 
of the Seller's right, title or interest in and to the Collateral or the 
Collateral Agent's lien on, and security interest in, the Collateral for the 
benefit of the Secured Parties; or (iii) take any action, or fail to take any 
action, if such action or failure 'to take action will interfere with the 
enforcement of any rights under the Transaction Documents.

          Section 5.06.  SELLER CHANGES.

          (a)  CHANGE IN NAME, STRUCTURE, ETC.  The Seller shall not change 
its name, 


                                      35
<PAGE>

identity or corporate structure unless it shall have given each Secured Party 
and the Collateral Agent at least 60 days' prior written notice thereof, 
shall have effected any necessary or appropriate assignments or amendments 
thereto and filings of financing statements or amendments thereto, and shall 
have delivered to the Collateral Agent and each Secured Party an Opinion of 
Counsel of the type described in Section S.02.  The parties hereto 
acknowledge receipt of prior written notice of the Seller's intent to change 
its name on or after January 1, 1997 to Arcadia Receivables Finance Corp.

          (b)  RELOCATION OF THE SELLER.  Neither  OFL nor the Seller shall 
change its principal executive office unless it gives each Secured Party and 
the Collateral Agent at least 90 days' prior written notice of any relocation 
of its principal executive office.  If the Seller relocates its principal 
executive office or principal place of business from Minnesota, the Seller 
shall give prior notice thereof to the Controlling Party and the Collateral 
Agent and shall effect whatever appropriate recordations and filings are 
necessary and shall provide an Opinion of Counsel to the Controlling Party 
and the Collateral Agent, to the effect that, upon the recording of any 
necessary assignments or amendments to previously-recorded assignments and 
filing of any necessary amendments to the previously filed financing or 
continuation statements or upon the filing of one or more specified new 
financing statements, and the taking of such other actions as may be 
specified in such opinion, the security interests in the Collateral shall 
remain, after such relocation, valid and perfected.

                                Article VI

                CONTROLLING PARTY; INTERCREDITOR PROVISIONS

          Section 6.01.  APPOINTMENT OF CONTROLLING PARTY.  From and after 
the Closing Date of a Series until the Insurer Termination Date related to 
such Series, Financial Security shall be the Controlling Party with respect 
to such Series and shall be entitled to exercise all the rights given the 
Controlling Party hereunder with respect to such Series.  From and after the 
Insurer Termination Date related to such Series until the Trustee Termination 
Date related to such Series, the Trustee shall be the Controlling Party with 
respect to such Series.  Notwithstanding the foregoing, in the event that a 
Financial Security Default shall have occurred and be continuing, the Trustee 
shall be the Controlling Party with respect to such Series until the 
applicable Trustee Termination Date.  If prior to an Insurer Termination Date 
the Trustee shall have become the Controlling Party with respect to a Series 
as a result of the occurrence of a Financial Security Default and either such 
Financial Security Default is cured or for any other reason ceases to exist 
or the Trustee Termination Date with respect to a Series occurs, then upon 
such cure or other cessation or on such Trustee Termination Date, as the case 
may be, Financial Security shall, upon notice thereof being duly given to the 
Collateral Agent, again be the Controlling Party with respect to such Series.

          Section 6.02.  CONTROLLING PARTY'S AUTHORITY.

          (a)  Each of  OFL and the Seller hereby irrevocably appoint the 
Controlling Party, and any successor to the Controlling Party appointed 
pursuant to Section 6.01, its true and 


                                      36
<PAGE>

lawful attorney, with full power of substitution, in the name of  OFL, the 
Seller, the Secured Parties or otherwise, but (subject to Section 2.08) at 
the expense of the Seller, to the extent permitted by law to exercise, at any 
time and from time to time while any Insurance Agreement Event of Default has 
occurred and is continuing, any or all of the following powers with respect 
to all or any of the Collateral related to the relevant Series: (i) to 
demand, sue for, collect, receive and give acquittance for any and all monies 
due or to become due upon or by virtue thereof, (ii) to settle, compromise, 
compound, prosecute or defend any action or proceeding with respect thereto, 
(iii) to sell, transfer, assign or otherwise deal with the same or the 
proceeds thereof as fully and effectively as if the Collateral Agent were the 
absolute owner thereof, and (iv) to extend the time of payment of any or all 
thereof and to make any allowance or other adjustments with respect thereto; 
PROVIDED that the foregoing powers and rights shall be exercised in 
accordance with the provisions of Article VII hereof.

          (b)  With respect to each Series of Certificates and the related 
Collateral, each Secured Party hereby irrevocably and unconditionally 
constitutes and appoints the Controlling Party with respect to such Series, 
and any successor to such Controlling Party appointed pursuant to Section 
6.01 from time to time, as the true and lawful attorney-in-fact of such 
Secured Party for so long as such Secured Party is the Non-Controlling Party, 
with full power of substitution, to execute, acknowledge and deliver any 
notice, document, certificate, paper, pleading or instrument and to do in the 
name of the Controlling Party as well as in the name, place and stead of such 
Secured Party such acts, things and deeds for and on behalf of and in the 
name of such Secured Party under this Agreement with respect to such Series 
which such Secured Party could or might do or which may be necessary, 
desirable or convenient in such Controlling Party's sole discretion to effect 
the purposes contemplated hereunder and, without limitation, exercise full 
right, power and authority to take, or defer from taking, any and all acts 
with respect to the administration of the Collateral related to such Series, 
and the enforcement of the rights of the Secured Parties hereunder with 
respect to such Series, on behalf of and for the benefit of such Controlling 
Party and such Non-Controlling Party, as their interests may appear.

          (c)  So long as Financial Security shall be the Controlling Party 
with respect to a Series (other than the Warehousing Series), the Trustee 
hereby agrees, that if there exists an Insurance Agreement Event of Default 
with respect to such Series:

          (i)   Financial Security shall have the exclusive right to 
     direct the Trustee as to any and all actions to be taken under the 
     related Transaction Documents, including, without limitation, all 
     actions with respect to the giving of directions to the Servicer and any 
     subservicer with respect to the servicing of the Receivables of such 
     Series; enforcement of any rights of the Trustee under such Transaction 
     Documents; and the giving or withholding of any other consents, 
     requests, notices, directions, approvals, extensions or waivers under or 
     in respect of any such Transaction Documents; and

          (ii)  Financial Security shall have the right to control the time, 
     method and place of conducting any proceeding for any remedy available 
     to the Trustee, or exercising any trust or power conferred upon the 
     Trustee under the related Pooling and Servicing Agreement or under any 
     other Transaction Document, including the remedies provided in 


                                      37
<PAGE>

     Article VII;

PROVIDED, HOWEVER, that the Trustee may decline to follow any of the above 
directions from Financial Security, if the Trustee, in accordance with an 
opinion of counsel to the Trustee, that is independent of the Trustee, 
determines that the action or proceeding so directed may not lawfully be 
taken or if the Trustee in good faith determines that the action or 
proceeding so directed would involve it in personal liability for which 
adequate indemnity is not reasonably assured to it or, in the case of actions 
or directions not specifically permitted to be taken by Financial Security so 
long as no Financial Security Default has occurred and is continuing, would 
adversely affect the interests of the Certificateholders in any material 
respect.

          (d)  So long as Financial Security shall be the Controlling Party 
with respect to a Series (other than the Warehousing Series), the Trustee 
shall not, without the prior written consent of Financial Security:

          (i)   appoint new independent accountants with respect to the Series;

          (ii)  consent to the amendment of or supplement to any of the 
     Transaction Documents related to the Series; or

          (iii) waive a Servicer Termination Event under the related Pooling and
     Servicing Agreement or Sale and Servicing Agreement, as applicable.

          (e)  So long as Financial Security shall be the Controlling Party 
with respect to a Series:

          (i)   Financial Security shall have the rights provided in Section 5.3
     of each Pooling and Servicing Agreement, Section 5.4 of each Sale and 
     Servicing Agreement and Section 5.19 of each Indenture in respect of the
     direction of insolvency proceedings.

          (ii)  Financial Security shall have the right to direct the Trustee 
     as to any and all actions to be taken in the event of the occurrence of 
     a Servicer Termination Event under the related Pooling and Servicing 
     Agreement and shall have such other rights in respect of the appointment 
     of a successor servicer as are provided in such Pooling and Servicing 
     Agreement.

          Section 6.03.  RIGHTS OF SECURED PARTIES.  With respect to each 
Series of Certificates and the related Collateral, the Non-Controlling Party 
at any time expressly agrees that it shall not assert any rights that it may 
otherwise have, as a Secured Party with respect to the Collateral, to direct 
the maintenance, sale or other disposition of the Collateral or any portion 
thereof, notwithstanding the occurrence and continuance of any Default with 
respect to such Series or any non-performance by  OFL or the Seller of any 
obligation owed to such Secured Party hereunder or under any other 
Transaction Document, and each party hereto agrees that the Controlling Party 
shall be the only Person entitled to assert and exercise such rights.


                                      38
<PAGE>

          Section 6.04.  DEGREE OF CARE.

          (a)  CONTROLLING PARTY.  Notwithstanding any term or provision of 
this Agreement, the Controlling Party shall incur no liability to  OFL or the 
Seller for any action taken or omitted by the Controlling Party in connection 
with the Collateral, except for any gross negligence, bad faith or willful 
misconduct on the part of the Controlling Party and, further, shall incur no 
liability to the Non-Controlling Party except for a breach of the terms of 
this Agreement or for gross negligence, bad faith or willful misconduct in 
carrying out its duties, if any, to the Non-Controlling Party.  The 
Controlling Party shall be protected and shall incur no liability to any such 
party in relying upon the accuracy, acting in reliance upon the contents and 
assuming the genuineness of any notice, demand, certificate, signature, 
instrument or other document believed by the Controlling Party to be genuine 
and to have been duly executed by the appropriate signatory, and (absent 
manifest error or actual knowledge to the contrary) the Controlling Party 
shall not be required to make any independent investigation with respect 
thereto.  The Controlling Party shall, at all times, be free independently to 
establish to its reasonable satisfaction the existence or nonexistence, as 
the case may be, of any fact the existence or nonexistence of which shall be 
a condition to the exercise or enforcement of any right or remedy under this 
Agreement or any of the Transaction Documents.

          (b)  THE NON-CONTROLLING PARTY.  The Non-Controlling Party shall 
not be liable to the Seller for any action or failure to act by the 
Controlling Party or the Collateral Agent in exercising, or failing to 
exercise, any rights or remedies hereunder.

                               Article VII

                           REMEDIES UPON DEFAULT

          Section 7.01.  REMEDIES UPON A DEFAULT.  If a Default with respect 
to a Series has occurred and is continuing, the Collateral Agent shall, at 
the direction of the Controlling Party, take whatever action at law or in 
equity as may appear necessary or desirable in the judgment of the 
Controlling Party to collect and satisfy all Insurer Secured Obligations 
(including, but not limited to, foreclosure upon the Collateral and all other 
rights available to secured parties under applicable law) or to enforce 
performance and observance of any obligation, agreement or covenant under any 
of the Transaction Documents related to such Series.  Notwithstanding the 
foregoing, the Collateral Agent shall not be entitled to take any action and 
the Controlling Party shall not be entitled to give any direction with 
respect to the Trust Property, except to the extent provided in the 
Transaction Documents and Sections 6.02(a), (c), (d) and (e) hereof.

          Section 7.02.  WAIVER OF DEFAULT.  The Controlling Party shall have 
the sole right, to be exercised in its complete discretion, to waive any 
Default by a writing setting forth the terms, conditions and extent of such 
waiver signed by the Controlling Party and delivered to the Collateral Agent, 
the other Secured Party and the Seller.  Any such waiver shall be binding 
upon the Non-Controlling Party and the Collateral Agent.  Unless such writing 
expressly provides to the contrary, any waiver so granted shall extend only 
to the specific event or occurrence which gave rise to the default so waived 
and not to any other similar event or occurrence which occurs


                                      39
<PAGE>

subsequent to the date of such waiver.

          Section 7.03.  RESTORATION OF RIGHTS AND REMEDIES.  If the 
Collateral Agent has instituted any proceeding to enforce any right or remedy 
under this Agreement, and such proceeding has been discontinued or abandoned 
for any reason, or has been determined adversely to such Collateral Agent, 
then and in every such case the Seller, the Collateral Agent and each of the 
Secured Parties shall, subject to any determination in such proceeding, be 
restored severally and respectively to their former positions hereunder, and 
thereafter all rights and remedies of the Secured Parties shall continue as 
though no such proceeding had been instituted.

          Section 7.04.  NO REMEDY EXCLUSIVE.  No right or remedy herein 
conferred upon or reserved to the Collateral Agent, the Controlling Party or 
either of the Secured Parties is intended to be exclusive of any other right 
or remedy, and every right or remedy shall, to the extent permitted by law, 
be cumulative and in addition to every other right and remedy given hereunder 
or now or hereafter existing at law, in equity or otherwise (but, in each 
case, shall be subject to the provisions of this Agreement limiting such 
remedies), and each and every right, power and remedy whether specifically 
herein given or otherwise existing may be exercised from time to time and as 
often and in such order as may be deemed expedient by the Controlling Party, 
and the exercise of or the beginning of the exercise of any right or power or 
remedy shall not be construed to be a waiver of the right to exercise at the 
same time or thereafter any other right, power or remedy.

                               Article VIII

                              MISCELLANEOUS

          Section 8.01.  FURTHER ASSURANCES.  Each party hereto shall take 
such action and deliver such instruments to any other party hereto, in 
addition to the actions and instruments specifically provided for herein, as 
may be reasonably requested or required to effectuate the purpose or 
provisions of this Agreement or to confirm or perfect any transaction 
described or contemplated herein.

          Section 8.02.  WAIVER.  Any waiver by any party of any provision of 
this Agreement or any right, remedy or option hereunder shall only prevent 
and estop such party from thereafter enforcing such provision, right, remedy 
or option if such waiver is given in writing and only as to the specific 
instance and for the specific purpose for which such waiver was given.  The 
failure or refusal of any party hereto to insist in any one or more 
instances, or in a course of dealing, upon the strict performance of any of 
the terms or provisions of this Agreement by any party hereto or the partial 
exercise of any right, remedy or option hereunder shall not be construed as a 
waiver or relinquishment of any such term or provision, but the same shall 
continue in full force and effect.

          Section 8.03.  AMENDMENTS; WAIVERS.  No amendment, modification, 
waiver or supplement to this Agreement or any provision of this Agreement 
shall in any event be effective unless the same shall have been made or 
consented to in writing by each of the parties hereto and 


                                      40
<PAGE>

each Rating Agency shall have confirmed in writing that such amendment will 
not cause a reduction or withdrawal of a rating on any Series; PROVIDED, 
HOWEVER, that, for so long as Financial Security shall be the Controlling 
Party with respect to a Series, amendments, modifications, waivers or 
supplements hereto relating to such Series, the related Collateral or Spread 
Account or any requirement hereunder to deposit or retain any amounts in such 
Spread Account or to distribute any amounts therein as provided in Section 
3.03 shall be effective if made or consented to in writing by Financial 
Security, the Seller, OFL and the Collateral Agent (the consent of which 
shall not be withheld or delayed with respect to any amendment that does not 
adversely affect the Collateral Agent) but shall in no circumstances require 
the consent of the Trustee or the Certificateholders related to such Series 
or any other Series.

          Section 8.04.  SEVERABILITY.  In the event that any provision of 
this Agreement or the application thereof to any party hereto or to any 
circumstance or in any jurisdiction governing this Agreement shall, to any 
extent, be invalid or unenforceable under any applicable statute, regulation 
or rule of law, then such provision shall be deemed inoperative to the extent 
that it is invalid or unenforceable and the remainder of this Agreement, and 
the application of any such invalid or unenforceable provision to the 
parties, jurisdictions or circumstances other than to whom or to which it is 
held invalid or unenforceable, shall not be affected thereby nor shall the 
same affect the validity or enforceability of any other provision of this 
Agreement.  The parties hereto further agree that the holding by any court of 
competent jurisdiction that any remedy pursued by the Collateral Agent, or 
any of the Secured Parties, hereunder is unavailable or unenforceable shall 
not affect in any way the ability of the Collateral Agent or any of the 
Secured Parties to pursue any other remedy available to it or them (subject, 
however, to the provisions of this Agreement limiting such remedies).

          Section 8.05.  NONPETITION COVENANT.  Notwithstanding any prior 
termination of this Agreement, each of the parties hereto agrees that it 
shall not, prior to one year and one day after the Final Scheduled 
Distribution Date with respect to each Series, acquiesce, petition or 
otherwise invoke or cause the Seller or  OFL to invoke the process of the 
United States of America, any State or other political subdivision thereof or 
any entity exercising executive, legislative, judicial, regulatory or 
administrative functions of or pertaining to government for the purpose of 
commencing or sustaining a case by or against the Seller,  OFL or the Trust 
under a Federal or state bankruptcy, insolvency or similar law or appointing 
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other 
similar official of the Seller,  OFL or the Trust or all or any part of its 
property or assets or ordering the winding up or liquidation of the affairs 
of the Seller,  OFL or the Trust.  The parties agree that damages will be an 
inadequate remedy for breach of this covenant and that this covenant may be 
specifically enforced.

          Section 8.06.  NOTICES.  All notices, demands, certificates, 
requests and communications hereunder ("notices") shall be in writing and 
shall be effective (a) upon receipt when sent through the U.S. mails, 
registered or certified mail, return receipt requested, postage prepaid, with 
such receipt to be effective the date of delivery indicated on the return 
receipt, or (b) one Business Day after delivery to an overnight courier, or 
(c) on the date personally delivered to an Authorized Officer of the party to 
which sent, or (d) on the date transmitted by legible telecopier transmission 
with a confirmation of receipt, in all cases addressed to the 


                                      41
<PAGE>

recipient as follows:

          (i)       If to  OFL:

                    Arcadia Financial Ltd.
                    7825 Washington Avenue South, Suite 410
                    Minneapolis, Minnesota 55439-2435
                    Attention: Treasurer
                    Telecopier No.: (612) 942-6730

          (ii)      If to the Seller:

                    Arcadia Receivables Finance Corp.
                    7825 Washington Avenue South, Suite 410
                    Minneapolis, Minnesota 55439-2435
                    Attention: Treasurer
                    Telecopier No.: (612) 942-6730

          (iii)     If to Financial Security:

                    Financial Security Assurance Inc.
                    350 Park Avenue - 13th Floor
                    New York, New York 10022
                    Attention: Surveillance Department
                    Telecopier No.:     (212) 339-3518
                                        (212) 339-3529

          (in each case in which notice or other communication to Financial
          Security refers to a Default or a claim on the Policy or in which
          failure on the part of Financial Security to respond shall be
          deemed to constitute consent or acceptance, then with a copy to
          the attention of the Senior Vice President Surveillance)

          (iv)      If to the Trustee:

                    The Chase Manhattan Bank
                    450 West 33rd Street
                    New York, New York 10001-2697
                    Attention: Global Trust Services Group
                    (with respect to those Series for which Chase serves as 
                    Trustee)

                    or


                                      42
<PAGE>

                    Norwest Bank Minnesota, National Association
                    6th Street and Marquette Avenue
                    Minneapolis, Minnesota 55479-0070
                    Attention: Corporate Trust Services - Asset Backed 
                    Administration
                    Telecopier No.:  (612) 667-3539
                    (with respect to those Series for which Norwest serves as
                    Trustee)

          (v)       If to the Collateral Agent:

                    Norwest Bank Minnesota, National Association
                    6th Street and Marquette Avenue
                    Minneapolis, Minnesota 55479-0070
                    Attention: Corporate Trust Services - Asset Backed 
                    Administration
                    Telecopier No.:  (612) 667-3539

          (vi)      If to Moody's:

                    Moody's Investor's Service, Inc.
                    99 Church Street
                    New York, New York 10007
                    Telecopier No.:  (212) 553-0344

          (vii)     If to Standard & Poor's:

                    Standard & Poor's Ratings Group
                    26 Broadway
                    New York, New York 10004
                    Telecopier No.:  (212) 208-1582

A copy of each notice given hereunder to any party hereto shall also be given 
to (without duplication) Financial Security, the Seller, the Trustee and the 
Collateral Agent.  Each party hereto may, by notice given in accordance 
herewith to each of the other parties hereto, designate any further or 
different address to which subsequent notices shall be sent.

          Section 8.07.  TERM OF THIS AGREEMENT.  This Agreement shall take 
effect on the Closing Date of the Series 1993-A Certificates and shall 
continue in effect until the last Final Termination Date to occur with 
respect to each Series.  On such Final Termination Date, this Agreement shall 
terminate, all obligations of the parties hereunder shall cease and terminate 
and the Collateral, if any, held hereunder and not to be used or applied in 
discharge of any obligations of the Seller or  OFL in respect of the Secured 
Obligations or otherwise under this Agreement, shall be released to and in 
favor of the Seller; PROVIDED that the provisions of Sections 4.06, 4.07 and 
8.05 shall survive any termination of this Agreement and the release of any 
Collateral upon such termination.

          Section 8.08.  ASSIGNMENTS:  THIRD-PARTY RIGHTS; REINSURANCE.


                                      43
<PAGE>

          (a)  This Agreement shall be a continuing obligation of the parties 
hereto and shall (i) be binding upon the parties and their respective 
successors and assigns, and (ii) inure to the benefit of and be enforceable 
by each Secured Party and the Collateral Agent, and by their respective 
successors, transferees and assigns.  Neither the Seller nor  OFL may assign 
this Agreement, or delegate any of its duties hereunder, without the prior 
written consent of the Controlling Party.

          (b)  Financial Security shall have the right (unless a Financial 
Security Default shall have occurred and be continuing) to give 
participations in its rights under this Agreement and to enter into contracts 
of reinsurance with respect to any Policy issued in connection with a Series 
of Certificates and each such participant or reinsurer shall be entitled to 
the benefit of any representation, warranty, covenant and obligation of each 
party (other than Financial Security) hereunder as if such participant or 
reinsurer was a party hereto and, subject only to such agreement regarding 
such reinsurance or participation, shall have the right to enforce the 
obligations of each such other party directly hereunder; PROVIDED, HOWEVER, 
that no such reinsurance or participation agreement or arrangement shall 
relieve Financial Security of its obligations hereunder, under the 
Transaction Documents to which it is a party or under any such Policy.  In 
addition, nothing contained herein shall restrict Financial Security from 
assigning to any Person pursuant to any liquidity facility or credit facility 
any rights of Financial Security under this Agreement or with respect to any 
real or personal property or other interests pledged to Financial Security, 
or in which Federal Security has a security interest, in connection with the 
transactions contemplated hereby.  The terms of any such assignment or 
participation shall contain an express acknowledgment by such Person of the 
condition of this Section and the limitations of the rights of Financial 
Security hereunder.

          Section 8.09.  CONSENT OF CONTROLLING PARTY.  In the event that the 
Controlling Party's consent is required under the terms hereof or under the 
terms of any Transaction Document, it is understood and agreed that, except 
as otherwise provided expressly herein, the determination whether to grant or 
withhold such consent shall be made solely by the Controlling Party in its 
sole discretion.

          Section 8.10.  TRIAL BY JURY WAIVED.  Each of the parties hereto 
waives, to the fullest extent permitted by law, any right it may have to a 
trial by jury in respect of any litigation arising directly or indirectly out 
of, under or in connection with this Agreement, any of the other Transaction 
Documents or any of the transactions contemplated hereunder or thereunder.  
Each of the parties hereto (a) certifies that no representative, agent or 
attorney of any other party has represented, expressly or otherwise, that 
such other party would not, in the event of litigation, seek to enforce the 
foregoing waiver and (b) acknowledges that it has been induced to enter into 
this Agreement and the other Transaction Documents to which it is a party, by 
among other things, this waiver.

          Section 8.11.  GOVERNING LAW.  This Agreement shall be governed by 
and construed, and the obligations, rights and remedies of the parties 
hereunder shall be determined, in accordance with the laws of the State of 
New York.


                                      44
<PAGE>

          Section 8.12.  CONSENTS TO JURISDICTION.  Each of the parties 
hereto irrevocably submits to the jurisdiction of the United States District 
Court for the Southern District of New York, any court in the state of New 
York located in the city and county of New York, and any appellate court from 
any thereof, in any action, suit or proceeding brought against it and related 
to or in connection with this Agreement, the other Transaction Documents or 
the transactions contemplated hereunder or thereunder or for recognition or 
enforcement of any judgment and each of the parties hereto irrevocably and 
unconditionally agrees that all claims in respect of any such suit or action 
or proceeding may be heard or determined in such New York State court or, to 
the extent permitted by law, in such federal court.  Each of the parties 
hereto agrees that a final judgment in any such action, suit or proceeding 
shall be conclusive and may be enforced in other jurisdictions by suit on the 
judgment or in any other manner provided by law.  To the extent permitted by 
applicable law, each of the parties hereby waives and agrees not to assert by 
way of motion, as a defense or otherwise in any such suit, action or 
proceeding, any claim that it is not personally subject to the jurisdiction 
of such courts, that the suit, action or proceeding is brought in an 
inconvenient forum, that the venue of the suit, action or proceeding is 
improper or that this Agreement or any of the other Transaction Documents or 
the subject matter hereof or thereof may not be litigated in or by such 
courts.  Each of  OFL and the Seller hereby irrevocably appoints and 
designates CT Corporation System, whose address is 1633 Broadway, New York, 
New York 10019, as its true and lawful attorney and duly authorized agent for 
acceptance of service of legal process.  Each of  OFL and the Seller agrees 
that service of such process upon such Person shall constitute personal 
service of such process upon it.  Nothing contained in this Agreement shall 
limit or affect the rights of any party hereto to serve process in any other 
manner permitted by law or to start legal proceedings relating to any of the 
Transaction Documents against  OFL or the Seller or their respective property 
in the courts of any jurisdiction.

          Section 8.13.  LIMITATION OF LIABILITY.  It is expressly understood 
and agreed by the parties hereto that (a) Norwest Bank Minnesota, National 
Association is executing this Agreement (i) not in its individual capacity 
but in its capacity as trustee of the Trusts pursuant to the Transaction 
Documents and (ii) as Collateral Agent hereunder (b) in no case whatsoever 
shall Norwest Bank Minnesota, National Association in its capacity as trustee 
of Trusts be personally liable on, or for any loss in respect of, any of the 
statements, representations, warranties, covenants, agreements or obligations 
of the Trust hereunder, all such liability, if any, being expressly waived by 
the parties hereto.

          Section 8.14.  DETERMINATION OF ADVERSE EFFECT.  Any determination 
of an adverse effect on the interest of the Secured Parties or the 
Certificateholders shall be made without consideration of the availability of 
funds under the Policies.

          Section 8.15.  COUNTERPARTS.  This Agreement may be executed in two 
or more counterparts by the parties hereto, and each such counterpart shall 
be considered an original and all such counterparts shall constitute one and 
the same instrument.

          Section 8.16.  HEADINGS.  The headings of sections and paragraphs 
and the Table of Contents contained in this Agreement are provided for 
convenience only.  They form no part of this Agreement and shall not affect 
its construction or interpretation.


                                      45
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement, as amended and restated, as of the date set forth on the first 
page hereof.

                                   ARCADIA FINANCIAL LTD.

                                   By:
                                      ------------------------------------------
                                        Name:     John A. Witham
                                        Title:    Executive Vice President and
                                                  Chief Financial Officer

                                   ARCADIA RECEIVABLES FINANCE CORP.

                                   By:
                                      ------------------------------------------
                                        Name:     John A. Witham
                                        Title:    Senior Vice President and
                                                  Chief Financial Officer

                                   FINANCIAL SECURITY ASSURANCE INC.

                                   By:
                                      ------------------------------------------
                                             Authorized Officer

                                   THE CHASE MANHATTAN BANK, as Trustee

                                   By:
                                      ------------------------------------------
                                        Name:
                                        Title:

                                   NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                                   as Trustee

                                   By:
                                      ------------------------------------------



                                   NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                                   as Collateral Agent

                                   By:
                                      ------------------------------------------